tcg-claimsPhase 1C · Prototype

Inter-company agreements

Strawman ledger of who pays whom for what across the multi-entity structure. Edit rows, then export the markdown to share with IRAP ITA, SR&ED counsel, or the IP firm.

Channing McCorriston (personal capacity)→Safe Box Steel Structures Inc.

Draft
Subject
IP assignment
Assignment of all inventions conceived by Channing personally (initial Sketchup drafts at home, personal equipment / personal time) to Safe Box as the IP-holding entity. Covers existing patentable subject matter and a forward-looking assignment of future inventions arising from the same conception process. [§1 Channing, §2 invention origination, §4.5 inventor-to-Safe-Box assignments]
Consideration
$0 · Zero (rationale documented) · One-time
Rationale
Principal is sole or majority beneficial owner of Safe Box; consideration is the share value reflected in Safe Box's equity and future distributions, not a cash payment. Future-IP assignment clause to be included so newly conceived inventions auto-vest in Safe Box without per-invention paperwork. Counsel to confirm tax treatment and whether retroactive assignment is needed for inventions already filed with TCG / Safe Box as applicant.
Notes
VERIFY with IP firm: every patent application filed to date — does the docket show a signed inventor-to-applicant assignment for each? If applicant is Safe Box and assignment was directly from Channing, this row formalizes what's already on paper. If gaps exist, retroactive assignments per counsel.

The Container Guy (TCG)→Safe Box Steel Structures Inc.

Draft
Subject
IP assignment
Assignment of any technical contributions made by TCG engineers during conversion of principal's Sketchup drafts to manufacturing-ready Fusion 360 designs (where those contributions rise to co-inventor level). Engineers' employment / contractor agreements assign their work to TCG; this row passes that work through to Safe Box as the IP-holdco. [§2 step 4 'engineers may make material technical contributions during conversion', §4.7 co-inventorship]
Consideration
$0 · Zero (rationale documented) · One-time
Rationale
TCG receives no cash; consideration is the IP-license-back from Safe Box (separate row) and ongoing R&D-services revenue. Counsel to confirm whether engineer-level contributions are co-inventorship or merely manufacturability detail (no inventive step). If co-inventorship, add named engineers to the IP firm's docket.
Notes
OPEN with IP firm + counsel: do the existing TCG employee + contractor agreements have enforceable IP assignment clauses? §4.8 in the packet flags this. If not, retroactive sign-on may be needed before this row is enforceable.

Safe Box Steel Structures Inc.→The Container Guy (TCG)

Draft
Subject
IP license
Exclusive (or non-exclusive — TBD) license back to TCG to use Safe Box-held hardware IP in TCG's mod-project work for end customers. Covers framing brackets, container shoes, retrofit vents, loading skids, and the broader mod-project hardware portfolio. [§4.9 inter-company agreements, §4.16 contract structure]
Consideration
Cost-plus · Cost-plus services fee · Annual
Cost-plus 10% (placeholder — counsel sets the markup) on TCG's Safe-Box-IP-related R&D spend, paid annually. Net effect: TCG's R&D becomes Safe Box's R&D for tax / SR&ED-claimant purposes if Structure B is chosen.
Rationale
Per §4.16 the question is Structure A (TCG owns IP it develops) vs Structure B (TCG performs contract R&D for Safe Box) vs Structure C. This row implements Structure B with cost-plus consideration so SR&ED claim by TCG remains defensible while Safe Box owns the resulting IP. If counsel/SR&ED consultant prefer Structure A, flip this row to royalty-on-revenue or zero-with-rationale and have Safe Box claim SR&ED instead.

Safe Box Steel Structures Inc.→Container Modification World (CMW)

Draft
Subject
IP license
Sub-license to CMW for catalog-relevant hardware IP — the spinoff DIY products sold through cmw-shopify (loading skids, framing brackets sold as kit, etc.). Independent of the Safe Box → TCG mod-project license because CMW's revenue model is catalog units, not project-based. [§1 CMW relationship to TCG OPEN, §2 step 5 'stocks for sale (for CMW spinoffs)']
Consideration
Royalty % · Royalty % · Quarterly
3% royalty (placeholder) on net CMW catalog revenue from units containing licensed IP. Reported and remitted quarterly. Counsel/SR&ED consultant set the actual percentage based on industry comps and whether CMW is a separate entity vs a TCG operational division.
Rationale
If CMW is a separate corporation (§1 OPEN), it needs its own license from Safe Box — selling DIY products containing Safe Box-held IP without a license is a structural defect. If CMW is an operational division of TCG, this row collapses into the Safe Box → TCG license and is marked 'superseded'.
Notes
OPEN: confirm with counsel whether CMW is separate or operational. The cmw-shopify codebase exists and is wired to a Shopify storefront; that's strong evidence of a distinct revenue stream but not necessarily a distinct entity.

The Container Guy (TCG)→FutureProof Products Inc. / PlanMyEverything (TBD)

Draft
Subject
IP license
License for PlanMyCan configurator and broader PlanMyEverything (PME) software IP — the configuration software that customers use to design their mods before TCG manufactures. Software IP has a different shape than physical-product IP: source-code copyright + trade-secret + UI design, with ongoing modification cadence. [§1 FutureProof + PME OPEN, §4.13 software-IP shape, §4.4 separate entity per platform]
Consideration
TBD · Unspecified — TBD with counsel · Unspecified
Whether this is a license, an assignment, or a cost-share depends on the answer to §4.4 — should there be a separate IP holdco for software IP, or one consolidated holdco. Counsel decides; this row exists so the question doesn't fall through the cracks.
Rationale
Software IP is a moving target (constant code changes via git commits) so periodic snapshot-based licensing or a perpetual license-with-update-rights are both reasonable. SR&ED on PlanMyCan / PME development is currently claimed by TCG (per §4.14 question); counsel + SR&ED consultant must agree on whether that continues or shifts.
Notes
OPEN ENTITIES: §1 flags FutureProof Products Inc. and PlanMyEverything as 'separate corporation? Same group?'. Once counsel confirms, replace 'TBD' with the correct entity name.

The Container Guy (TCG)→StraataGI / Industrial Knowledge Graph

Draft
Subject
IP assignment
Assignment (or license) for the StraataGI knowledge-graph IP — the cross-domain industrial knowledge graph product. Currently 'which entity owns the IP?' is OPEN per §1. This row exists so the question isn't lost. [§1 StraataGI entity OPEN, §3 'StraataGI: cross-domain knowledge graph, intended future home for IP entity registry']
Consideration
TBD · Unspecified — TBD with counsel · Unspecified
Rationale
If StraataGI is a separate product/entity with external-customer potential, IP should sit in its own holdco for fundraise / sale optionality. If it's an internal tool, it stays inside TCG/Safe Box and this row is marked 'abandoned'.
Notes
Tied to §4.4 — separate IP holdco per platform vs consolidated. Decide with counsel + StraataGI commercial-strategy direction.

IRAP / NRC (grant funder, NOT inter-company)→The Container Guy (TCG)

Draft
Subject
Other
DOCUMENTATION ROW (not a true inter-company agreement, kept here for the IRAP artifact's completeness). IRAP project funding is currently flowing to TCG. §4.18 asks counsel: is IRAP funding correctly flowing to the entity actually performing the R&D? If Structure B (TCG performs contract R&D for Safe Box) is adopted, NRC may need to be notified per §4.20.
Consideration
— · Other · Other
$830K active IRAP project. Monthly reporting cadence. Reporting drafted by [OPEN — packet §2 R&D evidence].
Rationale
If TCG performs the R&D and IRAP funds TCG, that's clean for IRAP purposes — but if Safe Box ends up being the IP owner under Structure B and the IP-flow reads 'TCG performs services for Safe Box', the question of which entity did the R&D for IRAP-defensibility purposes needs counsel input. §4.20 specifically asks: does inter-company restructuring require notification to NRC / the ITA?
Notes
Keep as 'strawman' until §4.18 + §4.20 are resolved. NOT to be presented as a binding agreement; it's contextual for the IRAP ITA so they see the structural question is on the radar.