Business IPI Template

BUSINESS IPI TEMPLATE

This Business Intellectual Property and Information Agreement (the Agreement) is made effective as of Effective Date: by and between Company Name: with principal place of business at ("Company"), and Provider Name: with principal place of business at ("Provider").

WHEREAS

WHEREAS, Company desires to obtain certain services, deliverables and information related to the project known as Project Name: from Provider, and Provider has expertise and capacity to provide such services and deliverables under the terms set forth herein.

WHEREAS, in connection with the performance of the services Provider will create, receive or have access to confidential information and intellectual property, and the parties wish to define ownership, assignment, license and protective measures for such information and intellectual property.

WHEREAS, the parties intend that certain deliverables be owned by Company and that other pre-existing or residual materials remain the property of Provider, subject to the license terms set forth below.

SCOPE OF WORK

PAYMENT TERMS

Company shall pay Provider the fees set forth below in consideration for the services and deliverables described above. All fees are exclusive of taxes unless otherwise stated.

Unpaid amounts outstanding after the Payment Due period shall accrue interest at the lesser of (a) a periodic rate equal to Late Fee Percent: % per month, or (b) the maximum rate permitted by applicable law. In addition, Company shall pay reasonable collection costs and attorneys' fees incurred by Provider to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in full force until End Date: unless earlier terminated in accordance with this Section.

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

Upon termination, Provider shall deliver all completed deliverables and invoices for work performed through the termination date; Company shall pay Provider for all undisputed work performed through the termination date and any reasonable wind-down costs expressly provided for in this Agreement.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, visually, or in writing, that is designated as confidential or that, under the circumstances, ought reasonably to be treated as confidential. Confidential Information includes, without limitation, business plans, product designs, technical data, source code, prototypes, trade secrets, pricing, customer lists, and any information that reasonably should be understood to be confidential.

The Receiving Party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those hereunder.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known by the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or by a governmental or judicial order, provided that the Receiving Party gives prompt written notice to the Disclosing Party and reasonably cooperates in any effort to obtain a protective order.

INTELLECTUAL PROPERTY; ASSIGNMENT

Provider hereby assigns and agrees to assign to Company all right, title and interest in and to all Deliverables created specifically for Company hereunder, including all intellectual property rights therein. To the extent any Deliverable cannot be assigned, Provider hereby grants Company an exclusive, perpetual, worldwide, sublicensable, royalty-free license to such Deliverable and all intellectual property rights necessary for Company to exploit the Deliverable.

Provider retains ownership of Provider's Background Technology and Pre-Existing Materials. Provider grants Company a non-exclusive, royalty-free, worldwide license to use embedded Background Technology solely as incorporated in the Deliverables to the extent necessary for Company to use the Deliverables for their intended business purposes.

WARRANTIES AND INDEMNIFICATION

Provider warrants that (a) it will perform services in a professional and workmanlike manner consistent with industry standards; and (b) the Deliverables, to the best of Provider's knowledge, do not infringe any third party intellectual property rights. EXCEPT AS PROVIDED IN THIS SECTION, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Provider shall indemnify, defend and hold harmless Company from and against any third party claims arising from Provider's breach of the foregoing warranty or from Provider's gross negligence or willful misconduct. Company shall indemnify Provider for claims arising from Company's misuse of the Deliverables or Company's breach of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to principles of conflicts of law. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in the jurisdiction selected above.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment, modification or waiver of any provision of this Agreement will be effective unless in a writing signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will 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 corporate sale or merger provided that the assignee assumes Company's obligations hereunder.

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