# CYNLUME
# SOFTWARE INTELLECTUAL PROPERTY TRANSFER & ASSIGNMENT AGREEMENT

**English negotiation draft — 5 September 2026**  
**Not executed. Not a legal opinion. Complete all brackets and schedules before signature.**

This template is designed to organise a negotiated business-to-business software asset transaction. It does not establish that Cynlume owns any particular asset, that a title or security audit has been completed, or that a transaction satisfies every applicable law. Counsel qualified in the selected governing law and in the laws affecting the origin of the rights must review the completed instrument.

## 1. Parties and transaction particulars

**Assignor:** [FULL REGISTERED LEGAL NAME OF THE CYNLUME ENTITY], a company incorporated under the laws of [COUNTRY], with registration / MERSİS number [NUMBER], registered office at [REGISTERED ADDRESS], and authorised signatory [NAME / CAPACITY] ("Assignor").

**Assignee:** [FULL REGISTERED LEGAL NAME], incorporated under the laws of [COUNTRY / STATE], registration number [NUMBER], registered office [ADDRESS], and authorised signatory [NAME / CAPACITY] ("Assignee").

**Agreement date:** [DATE]. **Proposed Closing date:** [DATE]. **Asset / transaction name:** [NAME]. **Purchase Price and currency:** [AMOUNT / CURRENCY].

The supplied Cynlume contact address is Esentepe Mah. Talatpaşa Cad. No:5/1 Şişli / İstanbul. It must be checked against the registered office and contracting entity. The email contact is info@cynlume.com. A trading name or website footer is not a substitute for the Assignor's verified legal identity.

## 2. Definitions and interpretation

2.1 **Assigned Software** means only the existing software, versions, repositories, release tags, commits and documentation specifically identified in Schedule A.

2.2 **Assigned Rights** means only the transferable economic rights separately identified in Schedule B and owned by, or validly assignable by, Assignor at Closing. Schedule B must state territory, duration, exclusivity and any limitations for each right.

2.3 **Excluded Materials** means the items expressly identified in Schedule C, including any third-party or open-source software, background technology, datasets, company names, trademarks and patent rights not expressly included in the agreed assignment.

2.4 **Deliverables** means the source, build materials, documentation and other items specified in Schedule F. **Closing** occurs only when the conditions in section 5 have been fulfilled or validly waived and the parties sign the Closing confirmation.

2.5 **Disclosed Matters** means the specific exceptions, restrictions, prior licences, security findings and title issues recorded in Schedule D. Disclosure must be clear enough to identify the nature and practical scope of the matter.

2.6 A reference to law includes applicable amendments. Mandatory rules, non-transferable rights and statutory rights that cannot be excluded are preserved. The parties must resolve any conflict between a main clause and a schedule expressly before signature.

## 3. Assignment and scope of rights

3.1 In consideration of the Purchase Price and subject to Closing, Assignor **hereby assigns to Assignee, with effect only from Closing**, all of Assignor's right, title and interest in the Assigned Rights in the Assigned Software, to the extent those rights are owned and transferable by Assignor. This operative language must be reviewed for the selected law and rights of origin.

3.2 Schedule B must separately address the following economic rights, where applicable and transferable:

(a) reproduction and copying, including installation, storage and production of executable copies;

(b) adaptation, translation, arrangement, modification and creation or exploitation of derivative works;

(c) distribution, supply, sale and other agreed forms of dissemination of copies;

(d) performance or representation, to the extent applicable to the asset;

(e) communication, transmission, broadcasting and making available to the public, where applicable;

(f) granting licences or sublicences and making further assignments within the transferred scope; and

(g) enforcement of the transferred rights and any agreed rights relating to past infringements, only to the extent the law permits their transfer and they are expressly specified.

3.3 For every item, record whether the grant is worldwide or limited, its permitted duration, whether it is exclusive, and all field-of-use or other limitations. Do not rely on a catch-all phrase if local law requires individual identification of the relevant rights.

3.4 Patent, trademark, registered design and domain-name rights pass only if individually scheduled and supported by the required separate instruments and applicable recordation or provider procedures. Copyright assignment alone does not transfer these rights or the Cynlume company identity.

3.5 Excluded Materials remain with their respective owners. No proprietary assignment changes an open-source or third-party licence. Any licence to retained Assignor background technology must state its scope, duration, consideration, permitted users and sublicensing terms in Schedule C.

3.6 This agreement does not purport to assign unidentified future works. Future developments require an identified scope and a subsequent written instrument after creation, or another mechanism specifically approved by relevant counsel. No party may rely on an invalid advance waiver or prohibited assignment.

## 4. Moral rights, contributor rights and further assurance

4.1 Moral rights and other non-transferable personal rights do not pass merely because economic rights are assigned. Before Closing, identify the relevant human authors and obtain any specific consents or written waivers that are both necessary and valid under the applicable law. Do not assume a blanket moral-rights waiver is valid in Türkiye or any other jurisdiction.

4.2 Assignor shall provide the contributor instruments specified in Schedule D, subject to proportionate confidentiality and data-protection arrangements. Those instruments must cover employees and contractors to the extent required for a valid chain of title.

4.3 After Closing, each party shall provide reasonable assistance and execute further instruments necessary to give effect to the agreed transfer, subject to [ALLOCATION OF COSTS / TIME LIMIT]. Any recordation obligations and responsible offices must be listed in Schedule F.

4.4 Nothing purports to waive a statutory termination or reversion right that cannot lawfully be waived, including any applicable right under 17 U.S.C. §203. Counsel must assess whether such rights affect the particular asset and contributors.

## 5. Conditions, payment and Closing

5.1 Closing is conditional upon:

- completion of party identity, authority and sanctions checks appropriate to the transaction;
- finalisation of Schedules A–F and resolution or express allocation of the material Disclosed Matters;
- receipt of required third-party permissions, contributor assignments and release of agreed encumbrances;
- completion of the agreed technical and legal review and satisfaction of the agreed acceptance threshold;
- execution of the assignment instruments and delivery documentation; and
- payment or funding of escrow in the sequence expressly specified below.

5.2 Payment mechanics: [DEPOSIT / ESCROW PROVIDER / CLOSING PAYMENT / HOLDBACK / RELEASE CONDITIONS / PAYMENT DEADLINES]. State whether title passes before, on or after release of funds, and align the operative assignment with that sequence. No title transfer is inferred merely from review access.

5.3 Taxes, withholding, invoicing, currency conversion and bank charges: [ALLOCATION]. No tax gross-up or exemption is assumed. Each party shall provide lawfully required tax documents and comply with applicable withholding obligations.

5.4 Closing deliverables must be exchanged through the agreed secure channel and recorded in a signed Closing confirmation identifying the actual date and time. Material deviations require written agreement by authorised representatives.

## 6. Review access and due diligence

6.1 Before Closing, Assignor permits the limited review access described in Schedule E solely to evaluate this transaction, subject to the executed NDA dated [DATE]. No production use, commercial exploitation, redistribution or ownership transfer is authorised by review access.

6.2 The review scope must distinguish source review, dependency/licence analysis, title analysis, penetration testing, cryptographic validation and operational testing. An audit in one category does not establish completion of another category.

6.3 Assignor shall disclose the agreed software bill of materials, contributor provenance, licences, known title restrictions, known security findings and build dependencies. Neither party shall conceal a material matter it is required to disclose under this agreement or applicable law.

6.4 Test infrastructure, approved testers, data restrictions, methods, severity thresholds and remediation requirements must be specified in Schedule E. Testing must not target unrelated systems or third parties without authority.

## 7. Representations and warranties — negotiation required

7.1 Each party represents, on execution and Closing, that it has the capacity and necessary authority to enter and perform this agreement, and that its signatory is authorised.

7.2 Subject to the specific and agreed Disclosed Matters, Assignor's proposed warranties are:

(a) it owns or has the necessary transferable rights to grant the Assigned Rights;

(b) it has disclosed the prior grants, liens and restrictions that materially affect those rights;

(c) the delivered source materially corresponds to the versions and scope in Schedule A;

(d) the software bill of materials and licence disclosure are complete and accurate to the expressly agreed diligence standard; and

(e) [NEGOTIATED SECURITY / MALICIOUS-CODE / NON-INFRINGEMENT WARRANTIES, INCLUDING ANY KNOWLEDGE QUALIFIER, PERIOD AND REMEDY].

7.3 Warranties of exclusive original authorship, absence of infringement, fitness, uninterrupted operation or absence of vulnerabilities must not be stated without an agreed factual basis. Security warranty scope is not a promise of absolute security.

7.4 Warranty survival, notice periods, remediation, refund or other remedies: [TERMS]. Any implied-term exclusions must be reviewed under the applicable law and cannot exclude non-excludable obligations.

## 8. Third-party components and infringement claims

8.1 Schedule C must specify each dependency, applicable licence, required notices, source-disclosure or copyleft obligations, licence transfer restrictions and whether a separate licence must be obtained by Assignee.

8.2 Any indemnity for third-party IP claims must specify the covered rights and territories, exclusions, financial treatment and claims procedure: [AGREED TERMS]. It must not be inferred from the mere existence of this template.

8.3 If an indemnity is agreed, set reasonable notice, defence control, cooperation and settlement rules. No settlement may admit fault for, impose non-monetary duties on or compromise the rights of the other party without the agreed consent. Preserve urgent protective measures and mandatory legal requirements.

## 9. Confidentiality and permitted disclosures

9.1 The existing NDA governs pre-Closing disclosures unless the parties expressly agree otherwise in writing. For post-Closing obligations, define Confidential Information, permitted purpose and authorised recipients in [NDA OR SCHEDULE REFERENCE].

9.2 Confidentiality exceptions should cover information demonstrably public without breach, previously lawfully held, independently developed without misuse, or lawfully obtained without a duty of confidence. Compelled disclosure requires lawful compliance and, where permitted, reasonable prior notice and limited disclosure.

9.3 Agreed general confidentiality term: [TERM]. Trade-secret protection continues for so long as information qualifies for protection under the applicable law, subject to lawful exceptions. Necessary professional or regulatory disclosures may be made on appropriate conditions.

9.4 After Closing, ownership and permitted use of the assigned confidential materials follow the completed assignment. Any residual Assignor retention must be limited to the expressly agreed legal-record or support purpose, secured and excluded from further commercial use.

## 10. Personal data, export controls and lawful use

10.1 The code transfer does not authorise transfer of unrelated personal data, customer accounts or production secrets. Remove or segregate those materials unless a separate lawful arrangement expressly covers them.

10.2 Where a party processes personal data for the other, execute an appropriate data-processing agreement identifying roles, instructions, security, subprocessors, assistance and deletion. Complete any applicable international-transfer safeguards before the transfer; a commercial IP assignment or NDA is not a substitute.

10.3 Each party is responsible for the export-control, encryption, sanctions and other restrictions applicable to its role. Identify classifications, destination limits, required licences and any conditions precedent in Schedule E. Neither party is required to perform an unlawful transfer.

## 11. Delivery, acceptance and transition assistance

11.1 Schedule F must specify repository history, source branches, tags, build and deployment instructions, test suites, documentation, dependency manifests, signing or licensing materials and any other deliverables. Credentials shall be transferred or rotated through an agreed secure process; personal accounts are not transferred without permission.

11.2 Acceptance procedure: [TESTS / ENVIRONMENT / REVIEW PERIOD / WRITTEN REJECTION CONTENT / CURE PERIOD / RETEST]. Silence or use is not deemed acceptance unless a specific, lawful and negotiated mechanism states otherwise.

11.3 Transition assistance, training, maintenance and updates are limited to [SCOPE / HOURS / TERM / RESPONSE TARGETS / FEES]. No support, hosted-service continuity or future development is implied beyond the written scope.

## 12. Liability and insurance — complete before execution

12.1 General aggregate liability cap: [AMOUNT / MECHANISM]. Separate treatment for title warranties, IP indemnities, confidentiality, data protection and payment obligations: [TERMS]. Consequential or indirect loss exclusions, if any: [PRECISE SCOPE].

12.2 No exclusion or cap applies to fraud, wilful misconduct, death or personal injury where legally non-excludable, or any other liability that applicable law prohibits limiting. Review reasonableness, bargaining context and all mandatory restrictions in each relevant jurisdiction.

12.3 Insurance requirements, if any: [COVER / LIMITS / PERIOD / EVIDENCE]. The website does not evidence an existing insurance policy.

## 13. Termination and consequences

13.1 Pre-Closing termination grounds, cure periods and long-stop date: [TERMS]. On termination, end evaluation access, handle Confidential Information under the NDA and apply the agreed payment or deposit arrangements.

13.2 After Closing, termination does not automatically reverse an effective assignment or extinguish accrued payment obligations. Any retransfer, rescission or surviving licence must be expressly agreed and comply with mandatory law and third-party rights.

13.3 Clauses intended to survive, including accrued payment, confidentiality, agreed warranties, liability, dispute resolution and lawful record retention, survive to the extent stated and permitted by law.

## 14. Governing law and forum — ELECT ONE OPTION

### Option A: Delaware

Subject to applicable mandatory law, this agreement and contractual disputes arising from it are governed by the laws of the State of Delaware, United States, excluding choice-of-law rules to the extent validly excludable. The parties submit to [SPECIFIED STATE AND FEDERAL COURTS IN DELAWARE HAVING SUBJECT-MATTER JURISDICTION]. Counsel must confirm enforceability, service of process, any applicable nexus or statutory threshold and the treatment of foreign-origin rights. Do not presume eligibility for any statutory choice-of-law safe harbour without analysis.

### Option B: England and Wales

Subject to applicable mandatory law, this agreement and contractual disputes arising from it are governed by the laws of England and Wales. The parties submit to [THE COURTS OF ENGLAND AND WALES / SPECIFIED COMPETENT FORUM]. Counsel must confirm enforceability, service of process, consideration or deed formalities where relevant, and the treatment of foreign-origin rights. “United Kingdom law” is not a precise substitute for selecting the applicable legal system.

**Election and counsel approval:** [OPTION / FORUM / DATE]. Delete the unused option. A separately negotiated arbitration clause may replace the court clause only after its seat, rules, language, scope and enforcement implications are settled. Mandatory privacy, copyright, public-policy and non-transferable-rights rules remain applicable where required.

## 15. General provisions

15.1 Notices: use the party addresses and authorised legal-notice contacts in Schedule F. An ordinary website enquiry is not automatically a formal contractual notice.

15.2 Neither party may transfer this agreement before Closing without [CONSENT RULE], except as specifically agreed. This provision must not contradict the Assignee's expressly acquired rights to further licence or assign the completed asset after Closing.

15.3 This agreement, completed schedules and expressly incorporated instruments form the entire agreement on this transaction. Identify the prior NDA and its continuing effect. Amendments require a valid written agreement signed by authorised representatives.

15.4 A waiver is effective only for the specific matter and to the extent legally valid. Invalid provisions are handled in accordance with applicable law without using severability to create a materially different transfer. The parties should replace a defective clause with a lawful provision reflecting their agreed intent.

15.5 Counterparts and electronic signatures may be used only to the extent they satisfy the formalities applicable to the specific instrument and rights. Record the signatory authority and retain the final executed copies and audit trail.

## Signatures

For Assignor: [LEGAL NAME]  
Name: [NAME]  
Title / authority: [CAPACITY]  
Signature: ____________________  
Date: ________________________

For Assignee: [LEGAL NAME]  
Name: [NAME]  
Title / authority: [CAPACITY]  
Signature: ____________________  
Date: ________________________

## Schedule A — Asset register

| Asset / module | Repository | Exact version / commit | Existing author / owner | Included documentation | Exclusions |
|---|---|---|---|---|---|
| [ITEM] | [URL / IDENTIFIER] | [TAG / FULL SHA] | [NAME / EVIDENCE] | [LIST] | [LIST] |

## Schedule B — Enumerated rights

| Asset | Economic right, individually specified | Territory | Duration | Exclusive? | Limitations / further licensing | Evidence |
|---|---|---|---|---|---|---|
| [ASSET] | [REPRODUCTION / ADAPTATION / DISTRIBUTION / PERFORMANCE / COMMUNICATION / OTHER] | [TERRITORY] | [PERIOD] | [YES / NO] | [SCOPE] | [INSTRUMENT] |

Create separate entries for the relevant rights. Identify patents, trademarks or other registrable rights separately and attach the appropriate instruments.

## Schedule C — Excluded and third-party materials

| Component / version | Owner | Licence and source | Obligations | Transfer permitted? | Required consent / replacement |
|---|---|---|---|---|---|
| [ITEM] | [OWNER] | [LICENCE / URL] | [NOTICES / SOURCE / FEES] | [SCOPE] | [ACTION] |

Retained background-technology licence, if any: [FULL TERMS]. Company brand and unrelated repositories remain excluded unless expressly added with valid rights.

## Schedule D — Title and disclosure record

Contributors and signed instruments: [REGISTER]. Prior licences and encumbrances: [REGISTER]. Disputes or threatened claims requiring disclosure: [DETAILS]. Audit scope and actual dated reports: [REFERENCES]. Open issues and closing conditions: [LIST]. Do not mark an unperformed audit as complete.

## Schedule E — Review and acceptance specification

NDA reference: [ID / DATE]. Approved reviewers and access: [DETAILS]. Test environment: [DETAILS]. Functional and security criteria: [MEASURABLE CRITERIA]. Dependency and title review: [SCOPE]. Export classification and permissions: [DETAILS]. Critical findings and remediation plan: [LIST]. Acceptance and rejection timetable: [DATES / PROCEDURE].

## Schedule F — Closing and handover

Payment / escrow sequence: [STEPS]. Deliverables and responsible persons: [REGISTER]. Repository transfer procedure: [PROCEDURE]. Account and credential rotation: [PROCEDURE]. Required filings / recordations: [OFFICE / RESPONSIBLE PARTY / DEADLINE]. Transition support: [TERMS]. Formal notice contacts: [DETAILS]. Signed delivery and acceptance record: [ATTACHMENT].

## Counsel reference list

- U.S. Copyright Act, ownership and transfer, including §§203–204: https://www.copyright.gov/title17/92chap2.html
- UK Copyright, Designs and Patents Act 1988, section 90: https://www.legislation.gov.uk/ukpga/1988/48/section/90
- UK moral-rights consent and waiver, section 87: https://www.legislation.gov.uk/ukpga/1988/48/section/87
- Turkish Law No. 5846, including rights and transfer formalities: https://www.mevzuat.gov.tr/mevzuatmetin/1.5.5846.pdf
- WIPO copyright information: https://www.wipo.int/en/web/copyright
- GDPR official text: https://eur-lex.europa.eu/eli/reg/2016/679/oj
- KVKK international-transfer information: https://www.kvkk.gov.tr/Icerik/2053/Yurtdisina-Aktarim

References identify subjects for counsel's review. They are not proof of ownership, completed diligence, certification or a legal opinion on the completed transaction.