Business CollapIP Template

BUSINESS COLLAPIP TEMPLATE

Effective Date:   Project Name:

Recitals

WHEREAS, Client desires to engage Service Provider to perform collaborative development and related services with respect to intellectual property and technical deliverables described herein, and Service Provider has the skill and resources necessary to perform such services under the terms of this Agreement;

WHEREAS, the parties intend that certain inventions, data, code, designs, documentation and other work product created in the course of the collaboration (the "Collaborative IP") be managed, protected and allocated according to the terms set forth below to maximize commercial use while protecting pre-existing proprietary rights;

WHEREAS, the parties desire to set forth the scope of work, payment terms, ownership and confidentiality obligations to govern their relationship and the use of Collaborative IP.

Scope of Work

Service Provider shall perform the services and produce the deliverables described in the Scope of Work below. The Scope of Work shall describe the tasks, acceptance criteria, and any milestone schedule for delivery of Collaborative IP.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for performance of the Scope of Work. Unless otherwise stated, fees are exclusive of taxes and third-party expenses, which Client shall reimburse when invoiced.

Term and Termination

The term of this Agreement shall commence on the Start Date below and continue until the End Date below unless earlier terminated in accordance with this Section.

Start Date:   End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the Cure Period below after receiving written notice specifying the breach.

Confidentiality

Each party (a "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (a "Disclosing Party") except to employees, contractors or agents who have a need to know and who are under confidentiality obligations at least as protective as those herein. Confidential Information excludes information that (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party's possession without restriction prior to disclosure hereunder; (iii) is rightfully obtained from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Intellectual Property

Pre-existing intellectual property owned or licensed by a party prior to the Effective Date shall remain the sole property of that party. Collaborative IP created in the performance of this Agreement shall be handled as follows unless otherwise separately agreed in a written, signed instrument:

- Allocation: Parties may elect joint ownership or assignment to a specific party; if jointly owned, each party shall have the right to use and exploit the Collaborative IP subject to the other party's rights and any agreed licenses. If assignment is selected, the assigning party hereby assigns to the assignee all right, title and interest in the Collaborative IP created under this Agreement, subject to the limited license back provisions herein.

- License Back: Where assignment occurs, the assignee shall grant a nonexclusive, royalty-free license back to the assigning party to use the assigned Collaborative IP internally unless otherwise specified.

Joint ownership of Collaborative IP
Exclusive assignment of Collaborative IP to Client
Exclusive assignment of Collaborative IP to Service Provider

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state identified below, without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute promptly through negotiation between senior representatives. If negotiation fails, the parties may pursue any legal or equitable remedies available in courts of the chosen state.

Representations; Indemnity; Insurance

Each party represents and warrants that it has the authority to enter into this Agreement and to grant the rights granted herein. Each party shall indemnify and hold harmless the other party from any third-party claims arising from its breach of representations, willful misconduct, or negligent performance. The indemnifying party shall control the defense and settlement of such claims, provided that the indemnitee has the right to participate with counsel of its choice.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice).

Entire Agreement

This Agreement, together with any exhibits or written amendments signed by both parties, constitutes the complete and exclusive statement of the agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Sign Now