Pre-Existing Intellectual Property of L7S, INC. (d/b/a L7 Solutions)
Attachment & Reference
Schedule
Schedule X — Background IP (Pre-Existing Intellectual Property)
Owner / Contractor
L7S, INC. (d/b/a L7 Solutions)
Attaches to
Independent Contractor Agreement (ICA)
Referenced in
Each Statement of Work (SOW) issued under the ICA
Counterparty
Black Apex Consortium LLC (and/or the engaging Company/Client)
Purpose
This Schedule clearly identifies L7S-owned pre-existing materials so they are NOT inadvertently assigned to Black Apex Consortium LLC or any client. The items below are Background IP and remain the sole property of L7S, INC. unless expressly transferred in a separate signed writing.
1.
Brands, Programs, and Ecosystems
L7S, INC. / L7 SOLUTIONSBrand and trade-name usage rules.
L7S HERO (App)
L7S HERO S.O.S. | S.O.S.Operating System / BPO model.
Partner entity / individual referencesReferences to partner entities / individuals (e.g., SelfExec, XLRDTECH, East A. Allen) are not assignments of their IP.
Separate permission requiredAny use requires separate written permission / licensing.
9.
Notes on Ownership & Licensing
Background IP remains L7S property.All items above are Background IP and remain the sole property of L7S, INC. unless expressly transferred in a separate signed writing.
Ownership applies only to defined Deliverables, on payment.Any client / company ownership applies only to Deliverables specifically defined in an SOW and only upon full payment.
Embedded Background IP = limited internal-use license only.If Background IP is embedded in Deliverables, the receiving party receives only a limited, internal-use license for the specific Deliverables (no resale, no sublicensing, no commercialization) unless separately negotiated.
§8
Intellectual Property and Pre-Existing Materials
Contract clause for incorporation into the ICA — verbatim, formatted as subclauses 8.1–8.4.
8.1Contractor IP and Background Materials.
All pre-existing materials, frameworks, templates, SOPs, code libraries, methodologies, and proprietary knowledge owned or developed by Contractor prior to or independently of this Agreement, including those identified in Schedule X (collectively, “Background IP”), remain the sole and exclusive property of Contractor. This Agreement does not transfer ownership of any Background IP.
8.2Ownership of Deliverables.
Subject to Contractor’s Background-IP rights, all custom work product, reports, and deliverables created for the Company become the Company’s exclusive property upon full and final payment. “Deliverables” expressly excludes Background IP.
8.3Limitation on “Direct or Indirect Result” Language.
Any provision assigning intellectual property created as a direct or indirect result of services shall be strictly construed and does not capture pre-existing, independently-developed, or unrelated Contractor materials, even if such materials are used while performing services.
8.4Limited License to Background IP.
If Background IP is incorporated into or necessary for the Deliverables, Contractor grants Company a limited, non-exclusive, non-transferable, royalty-free, perpetual license strictly limited to the use, operation, and maintenance of the specific Deliverables for internal business purposes only. No reproduction, distribution, other-purpose use, or commercialization is permitted without a separate express written agreement.
◆ In Plain Terms
“Anything L7S owned before this deal stays L7S-owned. You get the deliverables you paid for, and if any L7S background materials are embedded, you get a limited internal-use license — nothing more — unless we negotiate it separately.”
◆
Acknowledgment & Signatures
The parties acknowledge this Schedule X is incorporated by reference into the Independent Contractor Agreement and each Statement of Work issued thereunder, and that the Background IP identified above remains the sole property of L7S, INC. except as expressly transferred in a separate signed writing.