Draft Collision Document

DRAFT COLLISION DOCUMENT

Parties

Recitals

WHEREAS, Party A represents that it has prepared one or more drafts, designs, documents, models, or other creative materials described below (collectively, the Drafts), and Party A asserts proprietary interest in the Drafts as of the effective date of this agreement;

WHEREAS, Party B represents that it has independently prepared or received competing or overlapping drafts and that a collision of rights, ownership claims, or obligations has arisen between the Parties with respect to certain identified Drafts; and

WHEREAS, the Parties desire to set forth their agreement to identify the Colliding Drafts, allocate ownership or license rights, and establish financial and confidentiality terms to resolve the collision without litigation.

Identification of Colliding Drafts

Scope of Work and Resolution Process

The Parties agree that the resolution process shall include investigation of authorship, documentation review, identification of overlapping elements, and one of the following dispositions as applicable: assignment of ownership, cross-license, joint ownership with terms, or negotiated compensation. Any schedule for delivery of materials and decision milestones must be set forth in the Scope of Work and shall be binding upon both Parties.

Payment Terms

In consideration for the resolution described in this Agreement, Party B shall pay Party A the amounts set forth below. All payments are non-refundable except as expressly stated in this Agreement.

Unless otherwise agreed in writing, payments overdue by more than thirty (30) days shall accrue interest at the rate specified above and the non-defaulting Party may suspend performance until payment is made in full.

Term; Termination

This Agreement shall be effective as of the Effective Date set forth below and shall continue until the earlier of the completion of the Scope of Work or the Termination Date, unless earlier terminated in accordance with this Section.

Effective Date:     Termination Date:

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within the notice period specified above after written notice of the breach. Termination shall not relieve either Party of obligations incurred prior to termination, including payment obligations or confidentiality obligations.

Confidentiality

Each Party shall maintain in strict confidence all non-public information disclosed by the other Party in connection with this Agreement, including drafts, source files, communications, and negotiation positions ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement or that is independently developed by the receiving Party. The receiving Party shall use Confidential Information solely for the purpose of performing its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

  The Parties acknowledge and agree that confidentiality obligations shall be mutual.

Representations, Warranties, and Indemnification

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. Party A represents that, to the best of its knowledge, the Drafts are original or that Party A holds sufficient rights to grant the licenses or assignments contemplated herein. Each Party shall indemnify, defend, and hold harmless the other Party from and against any third-party claims arising from its breach of the representations and warranties contained in this Agreement.

Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to that State's conflicts of law principles. The Parties submit to the exclusive jurisdiction of the courts located within that State for resolution of disputes arising under this Agreement.

Entire Agreement; Modification

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

Miscellaneous Provisions

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor in interest by merger or sale of substantially all assets, provided that such successor assumes all obligations under this Agreement.

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