Intellectual Property Document

INTELLECTUAL PROPERTY AGREEMENT

This Intellectual Property Agreement (the Agreement) is made and entered into as of (Effective Date), by and between Owner Name: and Recipient Name: .

WHEREAS

WHEREAS, Owner is the creator or lawful owner of certain intellectual property, including but not limited to inventions, designs, software, source code, works of authorship, know-how and related documentation and materials (collectively, the "Proprietary Materials");

WHEREAS, Recipient desires to obtain certain rights to use, exploit, and/or acquire ownership of all or part of the Proprietary Materials in connection with the Scope of Work described in this Agreement; and

WHEREAS, Owner is willing to grant such rights under the terms and conditions set forth herein in consideration of the payments, covenants and mutual promises contained in this Agreement.

DEFINITIONS

"Confidential Information" means any non-public technical, business or financial information disclosed by either party to the other, whether in written, oral, electronic or other form, that is designated as confidential or that a reasonable person should understand to be confidential given the nature of the information and the circumstances of disclosure.

SCOPE OF WORK

ASSIGNMENT AND LICENSE

1. Assignment. To the fullest extent permitted by law, Owner hereby irrevocably assigns, transfers and conveys to Recipient all right, title and interest in and to all Proprietary Materials created, developed or delivered by Owner under this Agreement, including all worldwide intellectual property rights, copyrights, patent rights, trade secret rights and moral rights, subject only to retained rights expressly stated in this Agreement.

2. License Back. If Owner retains residual or pre-existing materials, Owner hereby grants Recipient a perpetual, worldwide, royalty-free, transferable and sublicensable license to use, reproduce, modify, distribute and create derivative works of such retained materials to the extent necessary for Recipient to exploit the assigned Proprietary Materials.

3. Moral Rights. Owner irrevocably waives and agrees not to assert any moral rights, droit moral, or similar rights with respect to the Proprietary Materials to the extent permitted by applicable law.

PAYMENT TERMS

If any payment due hereunder is not received by Recipient within days after the due date, Owner shall pay a late fee equal to per month on the overdue amount, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Term: This Agreement commences on the Effective Date and continues until , unless earlier terminated as provided below.

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Recipient shall cease use of Confidential Information and Proprietary Materials as directed, return or certify destruction of Owner's confidential materials, and any licenses granted on a non-perpetual basis shall terminate; however, any assignment of ownership effected prior to termination shall survive.

CONFIDENTIALITY

Each party shall: (a) keep Confidential Information strictly confidential; (b) not disclose Confidential Information except to employees, contractors or agents with a need to know who are bound by confidentiality obligations no less protective than this Agreement; and (c) use Confidential Information solely to exercise rights or perform obligations under this Agreement. Confidentiality obligations shall survive termination for a period of five (5) years, except for trade secrets which shall remain protected for as long as they constitute trade secret under applicable law.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Owner represents and warrants that Owner has the full right and authority to assign and license the Proprietary Materials as provided herein, that to Owner's knowledge the Proprietary Materials do not infringe third-party intellectual property rights, and that no third-party obligations will materially interfere with Recipient's use. Recipient shall defend, indemnify and hold Owner harmless from any claim, liability or expense arising from Recipient's misuse of the Proprietary Materials, except to the extent caused by Owner's breach of its representations.

LIMITATION OF LIABILITY

Except for claims arising from breach of confidentiality, willful misconduct, or indemnification obligations, neither party shall be liable for indirect, incidental, special or consequential damages, and each party's aggregate liability shall not exceed the amounts actually paid under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in the selected state for all disputes arising out of this Agreement.

ENTIRE AGREEMENT

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

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing herein creates an agency, partnership or joint venture. Neither party may assign its rights or obligations without the prior written consent of the other, except that Recipient may assign to an acquirer of substantially all of its business or assets.

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