Business IDL Document

Business IDL Document

This Independent Development and Licensing Agreement ("Agreement") is entered into as of by and between Company Name: with principal place of business at , and Contractor Name: with principal place of business at .

WHEREAS

WHEREAS, Company is engaged in the business of and seeks the design, development, and licensing of certain intellectual property and deliverables described herein;

WHEREAS, Contractor has the expertise to perform independent development services and to grant licenses to Company under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, ownership, and confidentiality obligations for such development and licensing activities.

1. Scope of Work

Deliverables shall mean all tangible and intangible results of Contractor's work under this Agreement, including but not limited to software code, designs, documentation, specifications, prototypes, and related materials (collectively, "Deliverables"). Contractor shall deliver the Deliverables in accordance with the milestones and schedule set forth in the Scope of Work above.

2. Payment Terms

Invoices shall be issued by Contractor in accordance with the Payment Schedule. Company shall pay each undisputed invoice within days of receipt. Overdue amounts shall accrue interest at a rate of per month (or the maximum permitted by law, if lower). Company shall be responsible for any reasonable collection costs incurred by Contractor for late payments.

3. Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Company of its obligation to pay for Deliverables accepted prior to termination. Upon termination, Contractor shall deliver to Company all completed and in-progress Deliverables and documentation, and Company shall pay Contractor for all work performed up to the effective date of termination in accordance with the Payment Terms.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, technical data, source code, trade secrets, product roadmaps, and customer information.

The receiving party shall: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations in this section shall not apply to information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is lawfully received from a third party without restrictions; or (iv) is independently developed without use of the other party's Confidential Information.

Upon termination or upon the disclosing party's written request, the receiving party shall promptly return or destroy all Confidential Information and certify in writing the completion of such return or destruction, except that receiving party may retain one archival copy to comply with legal or regulatory obligations.

5. Ownership and License

Unless otherwise expressly set forth in a written exhibit signed by both parties, Contractor shall retain ownership of pre-existing intellectual property and tools developed independently of this Agreement. Contractor hereby grants to Company a non-exclusive, worldwide, transferable, sublicensable (subject to Contractor approval not to be unreasonably withheld), royalty-bearing license to use the Deliverables as specified in the Scope of Work, subject to Company's compliance with payment and confidentiality obligations. Where the parties agree in writing that particular Deliverables are to be assigned to Company, Contractor shall execute assignments reasonably necessary to effectuate such transfer upon full payment.

6. Representations and Warranties; Indemnity

Each party represents and warrants that it has the authority to enter into this Agreement. Contractor represents that Deliverables will materially conform to the specifications set forth in the Scope of Work and that Contractor has the right to grant the licenses granted hereunder. Contractor shall defend, indemnify and hold Company harmless from and against any third-party claims that the Deliverables, as delivered, infringe a third party's valid intellectual property rights, provided Company gives Contractor prompt written notice of any claim and cooperates in the defense. Company's remedies for breach of Contractor's warranty shall be limited to, at Contractor's option, correction or replacement of the nonconforming Deliverable or refund of amounts paid for the nonconforming Deliverable.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that jurisdiction for any action arising out of or relating to this Agreement, subject to any agreed dispute resolution provisions.

8. Entire Agreement

This Agreement, including any exhibits, attachments, and statements of work signed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement will create an employment, agency, joint venture, or partnership relationship. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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