Client IP Appendix Form

CLIENT IP APPENDIX FORM

This Client IP Appendix Form (the Appendix) is made effective as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client has engaged Service Provider to perform certain services and to deliver deliverables as described in this Appendix and the governing Services Agreement;

WHEREAS, the parties desire to set forth the parties' respective rights, ownership, licenses and transfer obligations with respect to all intellectual property, works of authorship, designs, inventions, software, documentation and related materials created, supplied or otherwise made available in connection with the services (collectively, Developed IP);

WHEREAS, the parties intend this Appendix to supplement and, where inconsistent, to control the Services Agreement with respect to intellectual property matters.

SCOPE OF WORK

DEFINITIONS

For purposes of this Appendix, the following terms have the meanings set forth below:

"Pre-Existing IP" means intellectual property owned or controlled by a party prior to the Effective Date or developed independently of the Services. "Developed IP" means all intellectual property first created, conceived, reduced to practice, authored or otherwise developed by or on behalf of Service Provider in the performance of the Services, including Deliverables specified in this Appendix.

LIST OF DELIVERABLES AND IP ITEMS

The following table identifies deliverables, indicates whether each item constitutes Pre-Existing IP or Developed IP, and sets the initial ownership or license status. If additional items are created, they will be added by written amendment signed by both parties.

Status: Pre-Existing Developed

Ownership / License: Client Owned Provider Owned Licensed to Client

Status: Pre-Existing Developed

Ownership / License: Client Owned Provider Owned Licensed to Client

INTELLECTUAL PROPERTY OWNERSHIP; ASSIGNMENT

Ownership: Unless otherwise indicated in the List of Deliverables and IP Items above, Pre-Existing IP remains the exclusive property of the party that contributed it. Subject to the license rights expressly granted herein, Service Provider hereby irrevocably assigns and transfers to Client all right, title and interest, including all copyrights and patent rights, in and to the Developed IP, throughout the world and for the full term of such rights, effective upon creation.

Further Assurances: Each party agrees to execute and deliver, at the requesting party's expense, such further documents and to take such further actions as reasonably necessary to effectuate the assignment and transfer of rights described in this Appendix.

LICENSES AND THIRD-PARTY MATERIALS

Third-Party Materials: Service Provider shall disclose in writing any third-party materials, open-source components or licensed technology incorporated into any Deliverable. Service Provider shall obtain for Client, at Service Provider's expense unless otherwise agreed, all rights and licenses necessary for Client's intended use of such third-party materials. To the extent any Delivered item necessarily includes third-party components that cannot be assigned, Service Provider shall grant Client a perpetual, non-exclusive, worldwide, royalty-free license to use such components as part of the Deliverable.

REPRESENTATIONS, WARRANTIES, AND INDEMNITY

Provider Representations: Service Provider represents and warrants that (a) it has the full power and authority to grant the rights and assignments set forth in this Appendix; (b) Developed IP is original to Service Provider or appropriately licensed and does not infringe or misappropriate the intellectual property rights of any third party; and (c) it has obtained all rights from its personnel necessary to grant the rights contemplated by this Appendix, including moral rights waivers to the extent permitted by applicable law.

Indemnity: Service Provider shall defend, indemnify and hold Client harmless from and against any loss, damages, settlements, costs and expenses (including reasonable attorneys' fees) arising out of any claim that Delivered items infringe or misappropriate a third party's intellectual property rights, provided Client gives prompt written notice of the claim and cooperates in the defense.

PAYMENT TERMS

TERM AND TERMINATION

Term Start Date:    Term End Date:

Termination for Cause: Either party may terminate this Appendix for material breach of its IP obligations upon written notice if the breaching party fails to cure within the notice period set forth above. Termination shall not affect rights and licences in respect of IP rights granted or assigned prior to termination, except as expressly provided in the Services Agreement.

CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information disclosed by the other party in connection with the Services. Confidential Information includes all non-public business, technical and financial information and deliverables, and does not include information that is or becomes publicly known through no fault of the receiving party, is independently developed, or is rightfully received from a third party without obligation of confidentiality. The obligations of confidentiality survive termination for a period of three (3) years, except for confidential trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Appendix shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Appendix, together with the Services Agreement, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, relating to such subject matter. Any amendment or modification to this Appendix must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Appendix is held unenforceable, the remaining provisions shall remain in full force and effect. No waiver shall be effective unless in writing and signed by the waiving party.

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