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IPSA - Stand Alone

This Intellectual Property Sales Agreement (the “Agreement”) is entered into between the following parties and
is effective as of :

The “Creator”:

The “Buyer”:

Gooey Cube LLC
13520 Northgate Estates
Colorado Springs, CO 80921

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the
parties, the Creator and Buyer agree as follows:

1. THE INTELLECTUAL PROPERTY. Creator represents and warrants that: (a) Creator is the sole creator and owner of all copyrights to the intellectual property work identified/provided by Creator to Buyer as part of the Gooey Cube Contributors Guild in the Submission Forms on the Gooey Cube Web Site (the “Work”), (b) Creator has authority and power to enter into this Agreement, and (c) this Agreement does not infringe on the rights of any third party.

2. SALE OF THE WORK. The Creator hereby sells the Work and fully transfers ownership of all copyrights in the Work (as contemplated by 17 USC §201(d)) to the Buyer, without reservation or exclusion, in exchange for the consideration of the material rewards that are provided in each submission round.

3. FURTHER ASSURANCES. Creator agrees to cooperate in the future and sign any documents necessary to procure registration of the Work, or as necessary to effectuate the assignment of the Work under this Agreement.

4. GENERAL TERMS. (a) This Agreement contains the entire agreement between the parties hereto with regards to the matters set forth herein and supersedes any and all prior agreements and understandings, whether written or oral, relating the subject matter hereof; (b) In the event a legal proceeding is brought by a party hereto to enforce any part of this Agreement or to determine any rights of any of the parties hereunder, the prevailing party in any such proceeding shall be awarded reasonable attorneys’ fees, expenses, and costs incurred; (c) All provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors in interest; (d) The parties hereto expressly agree to resolve any disputes arising from or relating to this Agreement in the U.S. District Court of Colorado and, as such, consent to personal jurisdiction, venue, and subject matter jurisdiction before said court; (e) Each signatory to this Agreement hereby represents and warrants that he or she has the authority to enter into this Agreement for his or herself and/or on behalf of the persons/entities for whom he or she is signing; and (f) The parties stipulate that this Agreement does not create any relationship between them other than that of a buyer and seller of intellectual property.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written above:

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Signed by Kim Shugart
Signed On: January 11, 2023

Timestamp

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December 8, 2022 2:48 pm MST

IPSA - Stand Alone Uploaded by Kim Shugart - bookofknowledge@gooeycube.com IP 23.31.67.201