# IP CO-OWNERSHIP AGREEMENT
Date: 20 November 2029
Parties: Tideway Robotics Limited and Fenland Engineering Limited
## 1. Parties and purpose
Tideway Robotics Limited (Company No. 11021874), 12 Kingfisher Way, Cambridge CB4 0WS, and Fenland Engineering Limited (Company No. 08841129), 4 Foundry Lane, Peterborough PE1 5XZ, jointly own the rights in the DockSense control software developed under their Collaboration Agreement dated 1 March 2028.
## 2. Scope, price and subject
Tideway owns 60% and Fenland 40% of copyright, database rights, inventions and know-how created jointly and listed in Schedule 1. Each keeps its background IP. A party's employee contribution is assigned to that party and then held for the co-ownership arrangement; neither party may imply that unrelated tools are jointly owned.
## 3. Operating duties
Each owner may use the software internally and for its own products without accounting to the other, subject to confidentiality and safety obligations. External commercial licences, sublicences, assignments, open-source releases or material changes to the core code require both parties' written consent. Net licence income is shared 60:40 after agreed direct costs.
## 4. Rights, records and compliance
Tideway maintains the source repository and release log; Fenland receives secure access and quarterly technical reports. Each party pays its share of patent, registration, maintenance and agreed enforcement costs. A proposed patent filing requires a novelty search and written decision within 30 days, with an abandoning party offering its interest to the other.
## 5. Term, ending and remedies
Neither party warrants that the IP is free of third-party rights. Each will disclose infringement claims promptly, preserve evidence and cooperate. Tideway leads ordinary infringement enforcement with Fenland's approval; recoveries after costs follow the ownership percentages. Confidential information remains protected and UK GDPR applies to any customer data.
## 6. Liability and reservations
A material breach has 20 Business Days to cure. On a deadlock, directors meet, then mediate through CEDR; no party may commence court proceedings on a non-urgent dispute until that process ends. A party leaving the collaboration may offer its interest at an independently valued price, while background IP licences needed for existing products continue.
## 7. Governing law and signatures
England and Wales law governs and its courts have exclusive jurisdiction. Tideway director Louise Grant and Fenland director Iqbal Hussain sign on 20 November 2029. This document records co-ownership and is not a partnership, agency or assignment of either party's pre-existing IP.