Business IP Group

BUSINESS IP GROUP — GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is entered into as of the Effective Date set forth below by and between:

Service Provider Name:

Client Name:

Effective Date:

Recitals

WHEREAS, Service Provider is engaged in the business of providing intellectual property strategy, creation, management and related business advisory services; and

WHEREAS, Client desires to retain Service Provider to perform certain services related to intellectual property and business development as set forth in this Agreement, and Service Provider is willing to provide such services under the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

Scope of Work

Service Provider will perform the services and deliver the deliverables described below. The scope may include patent preparation and prosecution support, trademark clearance and filing strategy, trade secret protection strategy, licensing strategy, freedom-to-operate analysis, drafting of IP-related agreements, and other advisory work as agreed in writing.

Payment Terms

As consideration for the Services, Client shall pay Service Provider the fees and reimbursements set forth below. All fees are exclusive of taxes unless otherwise stated.

Term and Termination

Term: This Agreement commences on the Start Date and continues until the End Date 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 the breach within the notice period specified above. Termination for cause is effective upon written notice if the breach is not curable or is not cured within the cure period.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, and Governing Law shall survive termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by either party to the other, whether disclosed orally, visually, or in writing, 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.

Obligations: The receiving party shall (a) use Confidential Information solely to perform obligations or exercise rights under this Agreement; (b) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or professional advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Intellectual Property

Preexisting IP: Each party retains all right, title and interest in and to its preexisting intellectual property and materials. Nothing in this Agreement assigns or transfers either party's preexisting intellectual property except as expressly set forth herein.

Deliverables and License: Subject to Client's payment in full of all amounts due, Service Provider grants Client a non-exclusive, non-transferable, worldwide license to use the final deliverables provided under this Agreement for Client's internal business purposes. Service Provider retains all moral rights and all rights not expressly granted. Any source code, templates, or tools that constitute Service Provider's confidential know-how or preexisting IP remain the sole property of Service Provider; Client is granted only the limited license set forth above unless otherwise agreed in writing.

Third-Party Materials: If the Services incorporate materials licensed from third parties, Client shall comply with applicable third-party license terms. Service Provider will disclose any known third-party license obligations that materially affect Client's use of deliverables.

Representations, Warranties and Disclaimers

Each party represents that it has the power and authority to enter into this Agreement. Service Provider warrants that it will provide Services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct. The indemnified party shall provide prompt written notice of any claim and reasonably cooperate in the defense.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws 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

This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, negotiations, representations, and agreements, whether written or oral. Any modification must be in a written instrument signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth by the parties in writing. Notices are effective upon receipt.

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