Business IP Forms

Business Intellectual Property Agreement

Effective Date:

Parties

Recitals

WHEREAS, Company engages in the development, protection and commercialization of technology, software, designs and other intellectual property and desires to retain certain services of Service Provider that may result in the creation or development of intellectual property; and

WHEREAS, Service Provider has the experience and capability to perform the services described herein and is willing to provide those services under the terms of this Agreement, including the assignment of all right, title and interest in any work product and Deliverables produced pursuant to this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the scope of work, ownership of intellectual property, confidentiality, payment and other terms and conditions.

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below (the "Services" and "Deliverables"). The Deliverables shall be detailed sufficiently to identify the work that will be subject to assignment under this Agreement.

Payment Terms

Company shall pay Service Provider the fees set forth below in consideration for the Services. All amounts are exclusive of taxes unless otherwise stated.

Invoices shall be submitted by Service Provider and are payable within days of receipt. Late payments shall incur interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law, calculated monthly on the outstanding balance.

Term and Termination

This Agreement shall commence on and continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Either party may also terminate for convenience upon days' prior written notice.

Upon termination, Service Provider shall deliver to Company all completed and in-progress Deliverables and all Company Confidential Information in Service Provider's possession. Payment obligations for Services performed through the termination effective date survive termination.

Intellectual Property; Assignment

All right, title and interest in and to the Deliverables and all inventions, improvements, discoveries, designs, works of authorship, code, know-how, trade secrets and other intellectual property created, developed, conceived or reduced to practice by Service Provider, alone or with others, in the performance of the Services (collectively, "Work Product") shall be owned exclusively by Company. To the extent applicable law does not automatically vest ownership of copyrightable or patentable Work Product in Company, Service Provider hereby irrevocably assigns, transfers and conveys to Company all right, title and interest in and to such Work Product, including copyrights and patent rights.

Service Provider further irrevocably waives and agrees not to assert any moral rights or similar rights in the Work Product. Service Provider shall execute and deliver such further instruments and take such further actions as Company reasonably requests to effectuate and confirm Company's ownership.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other that, if in tangible form, is marked confidential or, if disclosed orally, is identified as confidential at the time of disclosure and reduced to writing within 30 days. Confidential Information includes technical and business information, trade secrets, product designs, source code, specifications, pricing, customer lists and business plans.

The receiving party shall (a) hold Confidential Information in strict confidence and use no less than reasonable care to protect it, (b) use Confidential Information only to perform under this Agreement, and (c) not disclose Confidential Information except to employees, contractors or advisors who have a need to know and are bound to confidentiality obligations no less protective than this Agreement. The obligations in this Section do not apply to information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was already lawfully in the receiving party's possession prior to disclosure; (iii) becomes available to the receiving party from a third party without restriction and without breach of an obligation to the disclosing party; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secret under applicable law.

Representations; Indemnification

Service Provider represents and warrants that (a) the Services and Deliverables will be original to Service Provider and will not infringe any third party intellectual property rights, and (b) Service Provider has full power and authority to enter into this Agreement and to grant the rights and assignments set forth herein. Company represents that it has authority to enter into this Agreement.

Service Provider shall indemnify, defend and hold Company harmless from and against all liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of any claim that the Services or Deliverables infringe or misappropriate a third party's intellectual property rights, provided Company gives prompt notice of such claim and cooperates in the defense.

Limitation of Liability

Except for liability arising from breach of confidentiality, indemnification for intellectual property claims or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party for claims arising out of or related to this Agreement shall not exceed the total amount paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes.

Entire Agreement; Amendments

This Agreement (including all exhibits and schedules hereto) embodies the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign this Agreement in connection with a merger, sale of substantially all assets or change of control. Notices shall be in writing and delivered to the contact addresses set forth above.

Sign Now