Cooprac Legal Agreement

COOPRAC LEGAL AGREEMENT

This Cooprac Legal Agreement (the Agreement) is entered into as of by and between Cooprac Name: with principal place of business at and Other Party Name: with principal place of business at .

RECITALS

WHEREAS, Cooprac Name desires to collaborate with Other Party Name to engage in cooperative research, development, licensing, commercialization and related activities as set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the subject matter of their cooperation, including ownership of intellectual property, confidentiality, and allocation of risk; and

WHEREAS, the parties intend for this Agreement to establish a framework for joint activity while preserving each party's preexisting intellectual property rights and confidential information.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public, proprietary or confidential information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, visually, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, technical data, trade secrets, software, designs, formulae, processes, financial information, and non-public intellectual property.

1.2 "Background IP" means intellectual property owned or controlled by a party prior to the Effective Date or developed independently of the activities under this Agreement. "Joint IP" means intellectual property conceived, developed or reduced to practice jointly by the parties in the performance of the activities set forth in Section 2.

2. SCOPE OF COOPERATION

2.1 Each party shall perform the tasks, responsibilities and deliverables described in the Statement of Work attached as Exhibit A and incorporated herein. The parties shall cooperate in good faith to carry out the activities, exchange necessary information, and coordinate schedules to achieve the objectives set forth in the Statement of Work.

3. TERM

3.1 This Agreement commences on the Effective Date and continues for a period of unless earlier terminated in accordance with Section 11. The parties may extend the Term by written amendment executed by authorized representatives of both parties.

4. CONFIDENTIALITY

4.1 Each Receiving Party shall (a) use Confidential Information solely for the purposes of performing under this Agreement; (b) limit disclosure of Confidential Information to those employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information from unauthorized use or disclosure with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

4.2 The obligations in this Section shall not apply to information that (a) is or becomes publicly available other than by breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to receipt; (c) is rightfully received from a third party without restriction and without breach of a nondisclosure obligation; or (d) is independently developed without use of the Disclosing Party's Confidential Information. A Receiving Party may disclose Confidential Information to the extent compelled by law, provided it gives prompt written notice and cooperates with the Disclosing Party's reasonable efforts to seek confidential treatment or a protective order.

5. INTELLECTUAL PROPERTY

5.1 Each party retains all right, title and interest in and to its Background IP. Except as expressly set forth in this Agreement, no license or other right, whether by implication, estoppel or otherwise, is granted to the other party under any patents, copyrights, trade secrets or other intellectual property rights.

5.2 Joint IP shall be owned as follows: unless otherwise agreed in writing, Joint IP shall be jointly owned by the parties with each party holding an undivided interest. The parties shall negotiate in good faith to determine allocation of patent prosecution costs and licensing terms for Joint IP. Each party grants the other a non-exclusive, royalty-free license to use its Background IP solely to the extent necessary to exercise rights in the Joint IP.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that execution and performance of this Agreement will not violate any agreement with a third party.

6.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION

7.1 Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's negligence, willful misconduct or breach of its representations, warranties or obligations under this Agreement.

8. LIMITATION OF LIABILITY

8.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF SECTION 4 (CONFIDENTIALITY) OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED or the total amounts actually paid under this Agreement during the twelve (12) months preceding the claim, whichever is greater.

9. TERMINATION

9.1 Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after receipt of written notice specifying the breach. Termination shall be without prejudice to any other remedies available at law or in equity.

9.2 Upon termination or expiration, each party shall promptly return or destroy the other party's Confidential Information and cease use of any licensed Background IP, except as otherwise expressly provided in writing. Sections concerning confidentiality, intellectual property ownership, indemnification, limitation of liability and governing law shall survive termination.

10. NOTICES

10.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or by electronic mail with confirmation of receipt to the addresses set forth below or to such other address as either party may designate by notice to the other in accordance with this Section.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver of that right, nor shall a single or partial exercise of a right preclude other or further exercise of that right.

11.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be binding for all purposes.

12. GOVERNING LAW; VENUE

12.1 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 agree that the state and federal courts located in that State shall have exclusive jurisdiction over any disputes arising out of or relating to this Agreement, and each party consents to venue therein.

13. MISCELLANEOUS

13.1 Assignment. Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations.

13.2 Entire Agreement. This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, oral or written.

13.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to substitute a valid provision that most nearly effects the parties' intent.

13.4 Attorneys' Fees. In the event of any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives as of the date set forth below.

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