Contract Term Sheet Checklist

Sample Checklist for Contract Term Sheet

I. Other Party Information:

A. Name:

B. Address:

C. Phone: ( ) Fax: ( )

D. E-mail:

E. Type of business:

F. Primary Negotiator or Contact:

1. Name:

2. Title:

3. Address:

4. Phone: ( ) Fax: ( )

5. E-mail:

G. Secondary Negotiator of Contact

1. Name:

2. Title:

3. Address:

4. Phone: ( ) Fax: ( )

5. E-mail:

II. Type of Agreement:

Consulting.

with license to Company.

without license to Company.

with Company loaning equipment.

software.

hardware.

Development.

with license to Company.

without license to Company.

with Company loaning equipment.

software.

hardware.

Joint Development.

with license to Company.

without license to Company.

with Company loaning equipment.

software.

hardware.

License.

III. Purpose or goal of this Agreement:

IV. Company obligations:

Marketing.

Manufacture.

Create Specification.

Functional.

Design.

Engineering assistance: No. of engineers

Documentation.

Primary responsibility.

User documentation.

Technical documentation.

Assist Third party.

V. Other Party's obligations:

Marketing assistance.

Create specifications.

Functional.

Design.

Maintenance and support.

For specific time period: From to

For product life cycle.

Documentation.

Primary responsibility.

User documentation.

Technical documentation.

Assist Company.

User documentation.

Technical documentation.

Engineering resource requirement.

Key engineers:

• Name:

• Name:

No. of engineers:

Other: .

VI. Compensation:

Consulting fee.

Fixed: $.

Hourly: $.

Installments.

Monthly.

Other: .

Milestone.

Development fee: $.

Fixed: $.

Hourly: $.

Installments.

Monthly.

Other: .

Milestone.

License fee: $.

Royalties/Incentives.

Based on early delivery.

Based on Unit Sales.

Based on ASP.

Currency conversion will be required.

Flexible rates (based on size/ no. of units).

Paid after Company recoups.

tool-up costs.

marketing costs.

development costs.

Other compensation: .

VII. Intellectual Property Rights:

Owned by Company.

Owned by other party.

Each party owns each party's developed portion.

Joint ownership.

Other than the above: .

VIII. License Rights (if Company is to receive license):

License is: exclusive.

nonexclusive.

License includes the right to: modify and develop.

use.

sell.

distribute.

License is limited in scope because it is: restricted to Company (and affiliate) products.

restricted to geographic regions.

restricted to a specific Company location.

License extends to affiliates:

Right to sublicense.

to affiliates.

to third parties.

IX. Delivery Schedule, (Milestones) and (Milestone) Payments

X. Acceptance:

Testing done:

at Company facility.

with Company data.

Subject to Company's sole discretion.

To be done within how many days after delivery:

30.

45.

60.

Other: .

Corrections to any rejected deliverable within how many days after rejection:

10.

20.

30.

Other: .

XI. Term and Termination:

Expiration Date:

No specific expiration.

Automatic renewal.

Optional termination by Company.

Prior to 60 days after execution.

After payment of $.

If Key Engineer of other party leaves project.

If a deliverable is rejected twice.

XII. Confidential Information Handling

No proprietary information will be exchanged.

Company proprietary information will be given.

Company will receive the other party's proprietary information but it will not contaminate Company's independent design activity because:

Company will receive the other party's proprietary information and it may contaminate Company or its affiliate's independent design activity if not handed appropriately. Hence, I will make sure to apply the following restrictions for Company or affiliate's employee to access the information:

A. Only project members may access the other party's confidential information.

B. Project members which access shall not be involved in Company's original design to which such confidential information may be applicable.

C. All access will be logged (person/date/time).

D. No copy will be made.

E. No information will be transferred to a Company affiliate unless such affiliate agrees in writing to isolate such information from engineers of affiliate's original projects.

I understand the confidential information handling procedures.

I do not understand the confidential information handling procedures.