#3142 — IP Assignment: Founder → MooseQuest LLC (Adam Schwartz Counterparty)

Meeting-Prep Packet

Purpose: Meeting-prep material for Kristerpher Henderson's execution meeting with Adam Schwartz, Schwartz Intellectual Property Law, PLLC. This document is NOT legal advice and does NOT constitute a legal opinion on any matter. Before executing or relying on any instrument described here, confirm with Adam Schwartz (adam@schwartzip.com) or retained PA-admitted counsel.

Last updated: 2026-06-29. Sources cited below — verify freshness before the meeting.

Drive filing required: Per feedback_human_to_human_drive.md, upload to MooseQuest Legal / Attorney Meetings before the execution call.

TL;DR

A v2 IP Assignment Agreement is in Adam Schwartz's lane — a draft exists with at least one round of redlines (LLC-address fix + Exhibit A exchange) but the agreement has NOT been executed as of the last confirmed audit (2026-05-29, card #154). Trademarks are explicitly excluded from the current draft per the v2 carve-out; trademark assignment to MooseQuest LLC is handled separately by filing MOOSEQUEST/RAXX applications directly in the LLC's name. The single remaining step is bilateral signature. Every day without execution creates a chain-of-title gap affecting bank accounts, trademark filings, contractor IP clauses, and any future investor diligence.

Status of Prior Work

What the repo record confirms

What is NOT in the repo (confirm directly with Adam before the meeting)

• The current draft of the v2 IP Assignment Agreement
• The final Exhibit A text as Adam drafted it
• Any outstanding redlines or open items Adam has flagged
• Confirmation that the LLC address in the draft reads: Northwest Registered Agent, 502 W 7th St, Ste 100, Erie, PA 16502-1333 (not the operator's home address)

Pre-meeting action (operator, ~15 min): Retrieve the last draft from email correspondence with Adam. Confirm with Adam by email whether any items remain open on his end before the meeting.

Exhibit A — Definitive IP Inventory

The assignment must transfer all pre-formation Raxx intellectual property created by Kristerpher Henderson personally before MooseQuest LLC's formation date of 2026-05-22 UTC. The following is the authoritative Exhibit A inventory for attorney confirmation.

Category 1 — Software / Codebase

• The Raxx / TradeMaster platform codebase in its entirety: all versions, branches, and commits prior to 2026-05-22 UTC, housed in GitHub organization raxx-app (previously MooseQuest/TradeMasterAPI before org transfer)
• All source code, compiled outputs, configuration files, scripts, and CI/CD definitions constituting the Raptor backend, Antlers frontend (raxx-next), and MQ-A algorithmic layer
• All proprietary algorithms, business logic, and technical architecture embodied in the codebase as of 2026-05-22 UTC
• All database schemas, migration files, and data models
• All API specifications and integration code for third-party services

Category 2 — Brand Assets and Trade Dress

• The "Raxx" name and all variants (Raxx Platform, Raxx App) used in connection with the business
• The "MooseQuest" name in its capacity as the parent brand for the business entity
• All logo designs, wordmarks, and brand identity materials created for Raxx and MooseQuest
• The "BANDZ" mascot design and all associated artwork
• The Confidence Engine design language / visual system (color palette, typography system, component library)
• All design files (Figma, Adobe Illustrator AI, SVG, PNG) for the above

Category 3 — Domain Names

• raxx.app (primary user-facing domain)
• getraxx.com (marketing / landing-page domain)
• Any other domains registered by Kristerpher Henderson in connection with Raxx or MooseQuest prior to 2026-05-22 UTC

Category 4 — Common-Law Goodwill

• All goodwill of the business associated with the Raxx and MooseQuest brands, to the extent required for a valid assignment of trademark-adjacent rights under 15 U.S.C. § 1060 (goodwill requirement for trademark assignment)
• Note: MOOSEQUEST and RAXX USPTO trademark applications have not yet been filed as of this packet date; this goodwill transfer covers common-law rights only until applications are filed directly in MooseQuest LLC's name
• Source: https://www.law.cornell.edu/uscode/text/15/1060

Category 5 — Documentation and Proprietary Materials

• All product specifications, architecture documents, roadmaps, and design documents created in connection with Raxx prior to 2026-05-22 UTC
• All customer research, user-interview notes, and product-discovery materials created prior to 2026-05-22 UTC

Explicit Exclusions from This Assignment

The following are NOT included in the IP Assignment per the v2 carve-out:

• USPTO trademark registrations and pending applications — to be filed directly in MooseQuest LLC's name going forward; any future trademark assignment would be a separate instrument recorded via ETAS at https://www.uspto.gov/trademarks/managing/etas
• Third-party licensed software incorporated in the codebase (open-source dependencies governed by their respective licenses; not assignable by Kristerpher)
• Post-formation IP (created after 2026-05-22 UTC) — already owned by MooseQuest LLC by operation of the Operating Agreement

Key Legal Mechanics to Confirm with Adam

1. Effective date

The assignment should be effective as of 2026-05-22 UTC (LLC formation date), consistent with the Operating Agreement execution. Retroactive effective dating to formation is standard practice for founder IP assignments when the assignment instrument was prepared simultaneously or shortly after formation.

2. Goodwill transfer language

Even though registered trademarks are excluded, the assignment of brand names and assets carries common-law goodwill. Confirm the assignment contains language consistent with 15 U.S.C. § 1060 ("together with the goodwill of the business symbolized by the mark") to establish a clean common-law chain of title before USPTO applications are filed. Source: https://www.law.cornell.edu/uscode/text/15/1060

3. Registered agent address in the instrument

Per the prior redline, the LLC's address in the assignment must read: MooseQuest LLC, 502 W 7th St, Ste 100, Erie, PA 16502-1333 (Northwest Registered Agent — operator's home address must NOT appear in any public or filed instrument; source: feedback_never_publish_operator_home_address.md)

4. Stated consideration

Confirm the instrument includes stated consideration (minimum $1.00 and other good and valuable consideration) to prevent any future argument of lack of consideration.

5. Dual-execution by sole member

Kristerpher Henderson executes on both sides: as assignor individually and as sole member / manager of MooseQuest LLC on behalf of the assignee. Confirm this dual-execution structure is sufficient under PA Title 15 (LLC Act) without requiring a separate Member Resolution authorizing the assignment. Source: PA Title 15 (LLC Act): https://www.legis.state.pa.us/cfdocs/legis/LI/consCheck.cfm?txtType=HTM&ttl=15

6. California-origin work

Portions of the codebase were built while Kristerpher was physically in California prior to relocating to Pennsylvania. Confirm: does the California origin of some code require compliance with any California IP assignment formalities (e.g., Cal. Lab. Code § 2872 disclosure requirements) in addition to Pennsylvania law? Background commit: e16fedf9 (CA-origin work + IP-assignment implications, 2026-04-22) Cal. Lab. Code § 2872 primary source: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=LAB&sectionNum=2872.

7. E-signature sufficiency

Confirm whether e-signature via DocuSign or equivalent is legally sufficient for this instrument, or whether wet-ink signatures or notarization are required for any purpose (bank account opening, investor diligence, trademark chain of title). Federal E-SIGN Act (electronic signature validity): https://www.law.cornell.edu/uscode/text/15/7001 PA Uniform Electronic Transactions Act (73 P.S. § 2260.201 et seq.): https://www.legis.state.pa.us/cfdocs/legis/LI/consCheck.cfm?txtType=HTM&ttl=73&div=0&chpt=22A

Execution Checklist

• [ ] Retrieve last draft from email with Adam; confirm version number / date
• [ ] Confirm Adam has no open items on his end ("ready to execute?")
• [ ] Verify Exhibit A matches Category 1–5 inventory above (or note any differences)
• [ ] Verify LLC address is Northwest registered agent address (not home address)
• [ ] Verify effective date is 2026-05-22 UTC
• [ ] Execute via e-signature (both sides — Kristerpher as individual + as LLC member)
• [ ] Save signed PDF to Google Drive: MooseQuest Legal / IP Assignment / Executed-[date].pdf
• [ ] Archive copy to repo: docs/business-legal/llc-formation/ip-assignment-executed-[date].pdf
• [ ] Notify downstream: MOOSEQUEST trademark filing, PA DBA ("Raxx"), business bank account can all proceed once executed

Downstream Dependents (Unblocked by Execution)

Timing

Source on top-3 launch-blocker classification: docs/blr/2026-05-29-llc-post-formation-card-audit.md

Questions to Bring to Adam Schwartz

1. Do you have any outstanding redlines or open items on the v2 IP Assignment, or are we ready to execute the current draft as-is?

2. Can you walk me through the current Exhibit A and confirm it aligns with the inventory in this packet? Any gaps or additions you recommend?

3. Is the effective date of 2026-05-22 UTC (LLC formation date) the right choice, and does it interact with the Operating Agreement execution date in any way?

4. Does California's origin of some codebase work require any Cal. Lab. Code § 2872 disclosure or other California-law formality, or does Pennsylvania law govern cleanly?

5. Is dual-execution (me as individual assignor and me as LLC manager/assignee) sufficient under PA law, or do we need a separate Member Resolution?

6. Is e-signature via DocuSign sufficient for all purposes (bank, investor diligence, trademark chain of title), or should this be wet-ink?

7. After execution, does this instrument get recorded anywhere — or is it purely an internal document that I keep on file?

8. Once the MOOSEQUEST application is filed directly in MooseQuest LLC's name, does the goodwill-transfer language in this assignment satisfy the § 1060 common-law chain of title, or is a separate trademark assignment instrument needed?

Prior Work Index

• docs/blr/2026-05-29-llc-post-formation-card-audit.md — card #154 status, top-3 launch-blocker classification
• docs/business/legal/2026-06-08-moosequest-trademark-status.md — v2 carve-out reference ("Adam Schwartz's lane, per v2 IP Assignment carve-out; trademarks excluded")
• docs/business/questions-for-attorney.md Section E — original IP assignment questions
• docs/business/llc-post-formation-questions-2026-05-25.md Section 3 — IP assignment formation-document sequencing
• GitHub issue #154 — IP assignment open card
• GitHub issue #3142 — this task

Sources

• 15 U.S.C. § 1060 (trademark assignment, goodwill requirement): https://www.law.cornell.edu/uscode/text/15/1060
• USPTO ETAS (assignment recordal): https://www.uspto.gov/trademarks/managing/etas
• Federal E-SIGN Act: https://www.law.cornell.edu/uscode/text/15/7001
• PA Uniform Electronic Transactions Act (73 P.S. § 2260.201): https://www.legis.state.pa.us/cfdocs/legis/LI/consCheck.cfm?txtType=HTM&ttl=73&div=0&chpt=22A
• PA LLC Act (Title 15, Subchapter A): https://www.legis.state.pa.us/cfdocs/legis/LI/consCheck.cfm?txtType=HTM&ttl=15
• Copyright Act — works made for hire (17 U.S.C. § 101): https://www.law.cornell.edu/uscode/text/17/101
• Cal. Lab. Code § 2872 (CA IP assignment disclosure): https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=LAB&sectionNum=2872.
• PA Title 54, § 311 (Fictitious Names Act — DBA): https://law.justia.com/codes/pennsylvania/title-54/chapter-3/section-311/
• PA DOS Business One-Stop Hub (DBA filing): https://www.paurp.pa.gov/

Before executing or acting on any item in this document, confirm with Adam Schwartz (adam@schwartzip.com), Schwartz Intellectual Property Law, PLLC. This document is meeting-prep and status material only. It does NOT constitute legal advice. Consult a PA-admitted IP attorney before signing any instrument.