Licensing & IP
The Coalition Patents Programme
The Coalition Patents Programme is the Foundation's standing function for aggregating AI safety and AI governance intellectual property under a single mission-locked architecture. It is operational from Foundation activation, with the Triodian portfolio as Coalition Member 1. The substantive legal architecture is the same one every future contributor will execute.
The Foundation was built around a recognition: that a patent portfolio in AI governance can be perverted by the entities it is meant to govern unless it sits inside a structure that no single private interest can capture. The Coalition Patents Programme is the architecture; the Triodian portfolio is the first IP to enter it. The structure is identical for every contributor. There is no founding seat. No senior partner. No portfolio with primacy.
The phases describe what the Programme is doing at each stage of its existence, not a sequence in which the Programme itself is being constructed. Phase 1 operates the pool with its first member. Phase 2 opens intake to additional inventors. Beyond Phase 2, the Programme runs as a standing function of the Foundation, scaling with each admission.
The Coalition activates with Triodian IP Holdings as AUIPCo 1, bound by the Coalition Founder Undertaking Deed, with a Coalition Head Licence in force on terms not renegotiable for any future member. A Defensive Filing Donation Track remains open to academic and not-for-profit contributors throughout this phase.
Intake opens once the first audited Citizen Benefit Report is on the public record. Additional members are admitted under the same documents Coalition Member 1 executed. New members may be alignment researchers, academics with defensive AI safety filings, or small companies that have already encountered acquisition pressure they want to resist.
The Programme runs as a permanent function of the Foundation. A functioning AI governance patent pool comparable in structure to MPEG LA or the Bluetooth SIG, administered under Australian charity supervision, with irrevocable FRAND provisions, demonstrably broader than any single contributor could provide.
Each coalition member's IP is assigned to its own Coalition AUIPCo (Australian-resident IP-holding company). Every AUIPCo grants the Foundation a Coalition Head Licence on identical terms. The Foundation administers the pool centrally under uniform FRAND licensing. Coalition members may incorporate their own OpCo to commercialise their patents, mirroring the OpCo 1 structure that commercialises Coalition Member 1's portfolio. The terms governing every cell are identical; the structure does not distinguish between the first member and any subsequent member.
Each contributing inventor binds themselves personally through the Coalition Founder Undertaking Deed, the same instrument every coalition contributor executes. The Foundation holds Coalition Head Licences over every contributing AUIPCo on identical terms. Royalty income is distributed under the Allocation Waterfall to each coalition member in proportion to attribution determined by the Coalition Patents Committee at admission.
A single-portfolio steward, however well-intentioned, can be perceived as serving one inventor's interests. A coalition steward administering identical terms to every contributor is structurally different. Every additional member admitted to the Coalition widens the pool any acquirer would have to suppress, deepens the standard-essential posture, and reduces the marginal value of acquiring any single contributor's IP. The defensive moat scales with the Programme, not despite it.
For Coalition Member 1, the Programme is the architecture that places its IP out of reach of suppression-acquisition. For Coalition Member 2 and every subsequent admission, the conversation an external inventor walks into is not “you will be the first non-founder admission”; it is “you will be the next admission under documented terms the Foundation has been operating under for the past audited cycle.” The substantive change between Phase 1 and Phase 2 is the count of admitted members, not the architecture they enter.
The complete Coalition Patents Programme architecture, including the Coalition Founder Undertaking Deed, the Coalition Head Licence, the Master Licence Agreement, the Defensive Filing Donation Track, the Royalty Allocation Waterfall, the role of the Coalition Patents Committee, and the LP-memo case for why the Programme is operative-from-activation, is set out in the dedicated Programme page.
Open the Coalition Patents Programme →Architecture & Licensing
The Casuarina Foundation sits at the centre of a structure designed to scale with every coalition admission. Each coalition member's IP is held by its own Australian-resident AUIPCo, licensed up to the Foundation under an identical Coalition Head Licence, and commercialised through that member's own OpCo under an identical Master Licence Agreement. A US 501(c)(3) sister affiliate runs alongside. Each entity has a distinct legal role and a distinct income source. The mission lock lives in the contracts that bind them.
Australia · Pure IP Holder
Legal owner of the Coalition Member 1 portfolio
Australia · Company Limited by Guarantee
Neutral coalition steward · governance mandate
Australia (QLD) · Proprietary Limited Company
Exclusive worldwide commercial licence for AUIPCo 1's IP
Royalty payments (3% of gross revenue, flat, plus the 80% sub-licence pass-through) flow back up from OpCo 1 to the Foundation.
This three-entity chain is replicated for every coalition admission: AUIPCo n → Foundation → OpCo n, with identical Coalition Founder Undertaking Deeds, identical Coalition Head Licences, and identical Master Licence Agreements. The Foundation is the single, neutral steward sitting between every contributing AUIPCo and every commercialising OpCo. Coalition members who do not wish to commercialise their own IP may rely on the Foundation's licensing function alone; those who do commercialise stand up their own OpCo on the same terms as OpCo 1.
Alongside the coalition chain, a separately-incorporated US 501(c)(3) sister affiliate (Casuarina Foundation USA Inc.) receives US-tax-deductible donations and runs public-benefit grant programmes globally, including the Developing Nation Programme. The Australian Foundation and the US affiliate cooperate under an Affiliation Agreement that covers shared mission, brand co-use, information sharing, and dispute resolution. The agreement contains no direction or control provisions.
Each coalition member's patent portfolio is owned by its own AUIPCo, an Australian-resident company. An AUIPCo does not run programmes, does not receive donations, and does not licence directly to any OpCo. Its sole function is to hold the patent and grant a Coalition Head Licence to the Foundation.
Each AUIPCo is owned by its contributing inventor personally and bound by a Coalition Founder Undertaking Deed. The deed restricts disposal of AUIPCo shares and provides a succession mechanism if the contributing inventor dies, becomes incapacitated, or wishes to exit, locking the upstream patent ownership to the mission regardless of the inventor's personal circumstances. AUIPCo 1 (Triodian IP Holdings) holds the first contributing portfolio under exactly these terms from Foundation activation.
The Foundation holds Coalition Head Licences over every contributing AUIPCo on identical terms, exercises the substantive governance mandate uniformly across the pool (FRAND, anti-accumulation, small-entity exemption, transparency, sub-licensing review), and grants exclusive worldwide commercial licences to each member's OpCo under identical Master Licence Agreements. It receives royalty income from every MLA, applies the published Allocation Waterfall to determine each coalition member's attribution share, and deploys the balance to mission operations: governance oversight, board and compliance costs, prosecution oversight, and programme funding.
Triodian OpCo, an Australian proprietary limited company registered in Queensland, is OpCo 1, commercialising the Coalition Member 1 portfolio. It holds the exclusive worldwide commercial licence over AUIPCo 1's IP under the MLA, builds and sells governance infrastructure, sub-licenses to other OpCos in regional or sector-specific markets, and is the investor-facing entity for capital raises related to Coalition Member 1's IP. As an Australian Pty Ltd, OpCo 1 is eligible to host ESIC-qualifying investment by Australian angels and to receive ESVCLP investment by qualifying Australian VC funds. OpCo 1 pays royalties up to the Foundation at 3% of gross revenue (flat), plus an 80% pass-through on sub-licence receipts. Each subsequent coalition member may incorporate its own OpCo to commercialise its IP, on the same terms as OpCo 1.
With AUIPCo 1, the Foundation, and OpCo 1 all Australian-resident, the entire operating, IP-holding, and mission stack for Coalition Member 1 sits within a single jurisdiction. This preserves R&D Tax Concession coherence, opens OpCo 1 to Australian early-stage investor incentives, and removes any cross-border related-party royalty exposure on MLA payments. Any acquisition of OpCo 1 by a foreign acquirer above the relevant threshold triggers Foreign Investment Review Board scrutiny under Australian law.
No OpCo holds the patents, controls the governance mandate, or can amend its MLA unilaterally. The MLA's irrevocable provisions bind every OpCo and any successor or acquirer of any OpCo on the licence terms as they stand. Acquirers cannot renegotiate; they take the licence as-is.
Casuarina Foundation USA Inc. is a separately-incorporated Delaware non-profit pursuing US 501(c)(3) status. It exists to receive US-tax-deductible donations and to apply for US grants from funders such as the Patrick J. McGovern Foundation, the NIST SBIR programme, and the OpenAI Foundation. It runs the Developing Nation Programme grants and distributes globally to programme recipients.
The US affiliate has its own independent US board (no majority overlap with the Australian board) and its own charitable purpose. The Australian Foundation cannot direct how the US affiliate spends donor funds. This separation is what preserves the US affiliate's tax-exempt status under the IRS conduit rule, which prohibits a US 501(c)(3) from being a pass-through that hands money to a foreign entity for the foreign entity to spend as it wishes. The US affiliate makes its own grant decisions; the Australian Foundation can apply for grants like any other aligned organisation, but it cannot direct disbursements.
This is the conventional “Friends of” model used by Wikimedia chapters, Médecins Sans Frontières USA, Amnesty International USA, and many other internationally-domiciled charities seeking US donor access.
Standing up an independent US 501(c)(3) takes time and overhead. Until donation volume justifies that overhead, the Foundation operates through an interim fiscal sponsor: an existing US 501(c)(3) public charity that receives US-deductible donations earmarked for the Foundation's mission and disburses them under its own expenditure responsibility. The Foundation migrates to its own incorporated US affiliate once donation volume and grant requirements justify the move.
The structural mission lock lives in the Foundation's constitution and is restated in the Master Licence Agreements and Coalition Head Licences, not in the Foundation's jurisdiction. The nine irrevocable Mission Lock provisions (the Public Access Guarantee, FRAND Licensing, the Small Entity Exemption, the 3% Anti-Accumulation Rule, the Developing Nation Programme, the Transparency Mandate, the Citizen Benefit Report, Anti-Acquisition, and the Content-Provenance Open Dedication) survive any change of control of any party and bind acquirers in full. These provisions carry the mission lock regardless of where the Foundation is domiciled.
Three independent legal mechanisms protect the Foundation's governance mandate. The first is the Master Licence Agreement (and parallel Coalition Head Licence), a bilateral contract that cannot be amended without the consent of both parties. The second is the Foundation's constitution as a Company Limited by Guarantee with charitable purposes, supervised by an independent statutory regulator. The third is the Coalition Founder Undertaking Deed binding each AUIPCo's upstream ownership. All three would have to be breached simultaneously to compromise the mission.
If an acquirer purchases an OpCo, it inherits every governance obligation in full. If an OpCo conducts an initial public offering, the MLA provisions are disclosed as material contracts in the prospectus. The mission does not travel with any individual founder. It travels with the contract.
For a fuller exposition of the Coalition Patents Programme, including the LP-memo case, the role of the Coalition Patents Committee, the royalty-attribution methodology, and the Defensive Filing Donation Track, see the Coalition Patents Programme page.
Contribute IP · Join the Coalition
If you have invented, developed, or hold intellectual property related to AI safety, AI governance, or AI accountability, the Coalition Patents Programme is the structural pathway by which that IP enters permanent public benefit stewardship. The terms you would enter on are identical to the terms Coalition Member 1 entered on. No founding seat, no senior partner, no bespoke negotiation that varies the irrevocable provisions.
Too much valuable AI safety IP sits unused in corporate patent portfolios, abandoned after a pivot, locked inside research institutions with no path to deployment, or held by individual inventors who lack the resources to prosecute, maintain, and license it. Or, worse, held under conditions where it can be acquired and quietly shelved by the entities it is meant to govern. The Coalition exists to remove those failure modes.
The Foundation supports two distinct contribution pathways. They differ in the level of engagement and the legal architecture, not in the irrevocable provisions, which apply in both cases.
For inventors who want full Coalition membership, royalty attribution, and the option to commercialise through their own OpCo. The contributing inventor assigns the patent to a newly-formed Coalition AUIPCo, executes the Coalition Founder Undertaking Deed, and the Foundation executes a Coalition Head Licence on identical terms to Coalition Member 1's. The inventor receives a contractual royalty interest based on the attribution methodology determined by the Coalition Patents Committee at admission.
For academic researchers, not-for-profit institutions, and inventors who want their AI safety IP placed in coalition stewardship without standing up an AUIPCo or pursuing royalty attribution. A lighter-weight pathway: the IP is assigned directly to a Foundation-controlled holding vehicle, licensed on FRAND terms under the same nine irrevocable provisions, and credited to the contributor under the Transparency Mandate. Open throughout Phase 1 of the Programme.
Permanent stewardship under identical irrevocable provisions. Contributed IP is protected by the Foundation's constitution, the nine irrevocable provisions of the Master Licence Agreement and Coalition Head Licence, and the triple-lock structure that guards every member's patents. It cannot be exclusively transferred to a private entity. It cannot be shelved. The Sunset Clause routes the patent on the contributor's death or incapacity to a designated public institution rather than to a private estate.
Active licensing across the pool. The Foundation does not collect IP and let it gather dust. Contributed IP is actively licensed on FRAND terms across the entire coalition pool, generating revenue that funds the Foundation's public benefit programmes and (for Full Coalition Admissions) flows back to the contributor under the published attribution methodology.
Full transparency. All licensing agreements, revenue, royalty distributions, and expenditure related to contributed IP are published annually under the Foundation's Transparency Mandate. Contributors can see exactly how their IP is being used and exactly what each coalition member receives.
Public recognition. Contributors are publicly credited for their contribution to the Coalition's mission, unless they prefer to remain anonymous.
Tax treatment. Gifts of IP to the Australian Foundation are not tax-deductible in Australia: the Foundation is a registered charity but is not a deductible gift recipient, and does not seek that status. Contributors should not expect an Australian deduction for a contribution. Separately, US contributors may be able to route deductible gifts through the Foundation's US 501(c)(3) sister affiliate, subject to that affiliate's independent procedures, independent valuation, and the IRS's requirements. Any contributor considering the tax position of a gift should take their own independent tax advice; the Foundation does not advise on deductibility.
The Coalition accepts patents, patent applications, provisional filings, and other intellectual property related to AI governance, AI safety, AI accountability, AI compliance, algorithmic auditing, machine learning oversight, automated decision-making transparency, and related fields. The IP does not need to be related to the Triodian architecture. It does need to be relevant to the Foundation's mission of making AI governance structurally enforceable and to broaden the coalition's standard-essential posture.
The Coalition Patents Committee, a sub-committee of the Foundation board with delegated authority for member intake decisions, evaluates each proposed admission on its merits: technical quality, relevance to the mission, enforceability, prosecution status, and maintenance costs. Not every offer will be accepted. The Foundation will not take on IP that would dilute its resources without advancing the mission. Defensive Filing Donation Track contributions are accepted under a lighter-touch evaluation suited to their lower-stakes nature.
If you hold AI safety or AI governance IP that deserves better than a filing cabinet or an abandoned patent application, the Coalition Patents Programme offers a permanent, transparent, mission-locked home for your work, on terms that are identical to those Coalition Member 1 executed and that no future admission can vary. Whether you are an individual inventor, a research university, a startup that has pivoted away from governance, or a corporation looking to place non-core AI safety IP in responsible hands, we want to hear from you.
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