Business Rights Declaration Form

BUSINESS RIGHTS DECLARATION FORM

This Business Rights Declaration Form (the Agreement) is made effective as of by and between:

PARTY INFORMATION

RECITALS (WHEREAS)

WHEREAS, Declarant represents that it owns, controls or possesses valid rights in and to the business identified as including, without limitation, goodwill, trade names, trademarks, trade secrets, copyrights, domain rights, licenses and other proprietary rights (collectively, the "Business Rights");

WHEREAS, Declarant desires to declare and describe the extent of those Business Rights and, where applicable, to grant or confirm certain rights to Recipient under the terms set forth below; and

WHEREAS, Recipient desires to acknowledge and accept such declaration of rights and any limited license or restrictions expressly set forth in this Agreement.

DECLARATION OF RIGHTS

1. Ownership and Title. Declarant represents and warrants that Declarant is the sole legal and beneficial owner of the Business Rights described herein and that such rights are free and clear of liens, encumbrances, claims, or adverse interests except as expressly disclosed in writing in field "encumbrances_description" below.

2. Scope of Rights Declared. Declarant hereby declares the following rights with respect to the Business Rights (select applicable items and describe limitations in Scope of Work and additional terms):

Ownership (exclusive, full title)

Exclusive license to Recipient

Non-exclusive license to Recipient

Assignment of specified rights (describe in Scope of Work)

SCOPE OF WORK / RIGHTS DESCRIPTION

PAYMENT TERMS

Compensation payable to Declarant for the rights and services described herein shall be as follows:

TERM AND TERMINATION

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

Either party may terminate this Agreement upon written notice delivered to the other party not less than days prior to the effective date of termination for convenience. Material breach not cured within thirty (30) days after written notice shall permit immediate termination by the non-breaching party.

CONFIDENTIALITY

The parties acknowledge that certain confidential or proprietary information may be disclosed in connection with this Agreement. Recipient shall (i) hold all Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party except to those employees, agents or contractors with a legitimate need to know and subject to confidentiality obligations at least as protective as those herein; and (iii) use Confidential Information solely for the purposes permitted by this Agreement. Confidential Information does not include information that is or becomes generally available to the public through no act or omission of Recipient, or is rightfully received from a third party without breach of any obligation of confidentiality.

Recipient acknowledges and agrees to abide by the confidentiality obligations set forth above.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Declarant represents and warrants that: (a) Declarant has full authority to declare, grant or assign the Business Rights described herein; (b) to Declarant's knowledge, the exercise of such rights as provided herein will not infringe third-party rights; and (c) there are no pending or, to Declarant's knowledge, threatened claims that would materially impair the rights granted or declared. Each party agrees to indemnify, defend and hold harmless the other party from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of a breach of its representations or obligations under this Agreement.

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 courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior proposals, negotiations, representations and agreements, whether written or oral, relating to such subject matter. No amendment or modification of this Agreement shall be binding unless in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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