These terms apply to applicants to the Request for Founders program (the "Program") run by ExpresSo NB Company Limited ("ExpresSo NB"). By ticking the acceptance box on the application form and submitting your application, you acknowledge that the terms below apply if you are selected. "Participant" means you, if selected.
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1. Ownership
Any intellectual property created directly from the Participant's engagement with ExpresSo NB under the Program ("Foreground IP") shall be solely owned by ExpresSo NB. Each party retains sole ownership of its intellectual property that existed before the Program or is developed independently of it ("Background IP"). For clarity, the Participant's Background IP includes their application materials and any concept or work product they created before the Program starts.
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2. Spin-Out
If ExpresSo NB and the Participant mutually agree to commercialize the Foreground IP through a newly incorporated entity ("SpinCo"), ExpresSo NB shall cause the relevant Foreground IP to be assigned or licensed to SpinCo on terms to be agreed at that time. In that event, the Participant shall be eligible to hold shares in SpinCo on terms agreed in good faith by both parties, reflecting the Participant's contribution to the development of the Foreground IP.
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3. Right of First Refusal
If ExpresSo NB decides to sell the Foreground IP to a third party instead of commercializing it, ExpresSo NB shall first offer it to the Participant on the same terms. The Participant may accept within 15 business days of receiving written notice, provided the Participant can demonstrate the financial or operational capability to execute.
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4. Retention Without Commercialization
Subject to Clause 3, ExpresSo NB may hold the Foreground IP without commercializing it, at its sole discretion, and has no obligation to exploit, license, or transfer it to any party.
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5. Governing Law
These terms are governed by the laws of Thailand.
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6. Effect
If you are selected, these terms will be set out in a written agreement that you sign before the Program starts. Submitting an application does not itself transfer any rights.
Questions about these terms: RFF@expresso-nb.com