Intellectual Property Form

INTELLECTUAL PROPERTY FORM

This Intellectual Property Form (the "Form") is entered into as of by and between the parties identified below.

WHEREAS

WHEREAS, Assignor has developed, created or otherwise contributed certain works, inventions, designs, know-how and other intellectual property described herein (the "Contributions"); and

WHEREAS, Assignee desires to obtain, and Assignor is willing to transfer or license, certain rights in the Contributions pursuant to the terms and conditions of this Form; and

WHEREAS, the parties intend by this Form to set forth the scope of the Contributions, the allocation of ownership and all material terms governing use, compensation and protections for confidential information.

PARTIES

SCOPE OF WORK / CONTRIBUTIONS

Describe the Contributions, deliverables, descriptions, and any materials to be delivered to Assignee. Include versioning, file types, and the expected delivery schedule below.

INTELLECTUAL PROPERTY RIGHTS

Specify the type(s) of intellectual property included in the Contributions (select all that apply). If "Other" is selected, identify and describe.

Assignment or License (select one): the parties agree that the Contributions shall be transferred according to the selection below. If both are selected inadvertently, the Assignment box controls.

Assignment terms (if assignment selected): Assignor hereby irrevocably assigns and transfers to Assignee all right, title and interest in and to the Contributions, including all copyright, patent rights, trade secret protection and other intellectual property rights, together with the right to sue for past, present and future infringements and to obtain and retain all proceeds, worldwide and in perpetuity. Assignor expressly waives and agrees not to assert moral rights to the extent permitted by applicable law.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Assignor represents and warrants that: (a) Assignor is the sole author or has the full right to assign or license the Contributions as set forth herein; (b) the Contributions do not infringe the intellectual property or other rights of any third party; and (c) no existing agreement prevents the assignment or license contemplated by this Form. Assignor shall indemnify, defend and hold harmless Assignee from and against any claim, suit, loss, damage, liability or expense (including reasonable attorneys' fees) arising out of breach of these representations and warranties.

PAYMENT TERMS

All payments due hereunder are exclusive of applicable taxes unless otherwise stated. Payment obligations survive termination to the extent they relate to the period prior to termination or to deliverables delivered prior to termination.

TERM AND TERMINATION

This Form shall commence on and shall continue until , unless earlier terminated as provided below.

Either party may terminate this Form for material breach by the other party that remains uncured for the notice period specified above. Upon termination, Assignee's rights to Contributions already assigned or delivered shall survive as set forth herein; otherwise, each party shall return or destroy Confidential Information of the other in accordance with the Confidentiality section.

CONFIDENTIALITY

For the purposes of this Form, "Confidential Information" means non-public information disclosed by one party to the other in connection with the Contributions, whether marked confidential or reasonably understood to be confidential. Confidential Information does not include information that is (a) publicly known other than by breach of this Form; (b) rightfully received from a third party free of restriction; or (c) independently developed without use of the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in strict confidence, use it only to perform under this Form, and not disclose to third parties except to employees, advisors or contractors on a need-to-know basis who are bound to confidentiality obligations no less protective than this Form. Obligations of confidentiality shall survive termination as set forth above.

GOVERNING LAW; DISPUTE RESOLUTION

This Form shall be governed by and construed in accordance with the laws of the State specified above without regard to its conflicts of law principles. The parties shall first attempt to resolve disputes in good faith through negotiation; if unresolved within thirty (30) days, either party may seek relief in the courts of the specified jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether oral or written. No amendment to this Form shall be effective unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Form is held invalid or unenforceable, the remainder shall remain in full force and effect. Assignment: Neither party may assign its rights under this Form without the prior written consent of the other, except that Assignee may assign to an acquirer of substantially all its assets. Notices: Notices shall be in writing and delivered to the addresses set forth above.

ADDITIONAL TERMS / SPECIAL INSTRUCTIONS

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