Business IPRC Template

BUSINESS IPRC AGREEMENT

This Business IPRC Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with an address at , and Contractor Name: with an address at . The Client and Contractor are each a "Party" and together the "Parties."

WHEREAS

WHEREAS, the Client desires to retain the Contractor to perform certain services and to create certain materials and deliverables pertaining to the Client's business (the "Work Product"); and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to intellectual property, confidentiality, compensation and related matters in accordance with the terms and conditions of this Agreement.

SCOPE OF WORK

The Contractor shall perform the services described below and deliver the Work Product in accordance with the specifications and schedule set forth by the Parties.

PAYMENT TERMS

In consideration for the services rendered, the Client shall pay the Contractor as set forth below. All payments are due in lawful currency of the United States unless otherwise agreed in writing.

Unless otherwise stated, invoices shall be payable within days of invoice. Client shall be responsible for any applicable sales, use or other taxes, excluding taxes based on the Contractor's net income.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon prior written notice of days to the other Party. Either Party may terminate immediately for material breach that remains uncured for 30 days after written notice of such breach. Upon termination, the Contractor shall deliver all completed Work Product and the Client shall pay for all services performed through the effective date of termination.

INTELLECTUAL PROPERTY RIGHTS

a) Ownership of Work Product: Unless otherwise agreed in writing, all original work product, deliverables, inventions, designs, code, documentation and other materials created specifically for the Client under this Agreement (collectively, "Work Product") shall be the exclusive property of the Client upon full payment of all amounts due hereunder. The Contractor hereby irrevocably assigns to the Client all right, title and interest in and to such Work Product, including all intellectual property rights.

b) Pre-Existing Materials and Third-Party Components: Notwithstanding the foregoing, the Contractor shall retain ownership of its pre-existing intellectual property and tools and shall grant the Client a non-exclusive, non-transferable license to any pre-existing materials incorporated into the Work Product solely to the extent necessary for the Client's use of the Work Product. Contractor shall disclose any third-party materials and secure all necessary third-party licenses. Contractor warrants that to its knowledge the Work Product will not infringe third-party intellectual property rights.

c) Moral Rights: To the extent permitted by applicable law, Contractor hereby waives and agrees not to assert any moral rights in the Work Product.

CONFIDENTIALITY

Each Party (the "Receiving Party") shall hold in strict confidence and not disclose to any third party nor use for any purpose other than performance under this Agreement any Confidential Information disclosed by the other Party (the "Disclosing Party"). "Confidential Information" means non-public business, technical, financial and other information identified as confidential or that reasonably should be understood to be confidential.

The foregoing obligations shall not apply to information that (i) is or becomes generally known through no act or omission of the Receiving Party; (ii) was rightfully known by the Receiving Party prior to receipt from the Disclosing Party; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction. Notwithstanding the foregoing, either Party may disclose Confidential Information to the extent required by law, provided the Receiving Party uses reasonable efforts to provide prompt notice to the Disclosing Party and to limit the disclosure.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each Party represents and warrants that it has full power and authority to enter into this Agreement. Contractor represents that the services will be performed in a professional manner in accordance with generally accepted industry standards. Contractor agrees to indemnify and hold harmless the Client from and against any claims, liabilities or expenses arising out of Contractor's breach of its representations, warranties or obligations under this Agreement, including third-party intellectual property claims attributable to the Contractor's acts.

REMEDIES

The Parties acknowledge that monetary damages may be insufficient to remedy a breach of certain obligations under this Agreement, including breach of confidentiality or infringement of intellectual property rights, and that the non-breaching Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

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 consent to exclusive jurisdiction and venue in the state and federal courts located in that State for any dispute arising out of or related to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both Parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that the Client may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

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