Intellectual Property Package

INTELLECTUAL PROPERTY PACKAGE

This Intellectual Property Package Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: , a/an with principal place of business at , and Provider Name: , a/an with principal place of business at .

RECITALS

WHEREAS, Provider has created, developed or otherwise owns certain intellectual property, works, designs, inventions, documentation, software, source code, data, trade secrets and related materials described in Schedule A attached hereto (the "Assigned Materials"); and

WHEREAS, Client desires to obtain from Provider, and Provider desires to deliver and assign to Client, the full right, title and interest in and to the Assigned Materials and all associated intellectual property rights throughout the world, on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for the transfer effected by this Agreement to be absolute, irrevocable and exclusive to the extent set forth in this Agreement.

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

1. DEFINITIONS

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

"Assigned Materials" means the items, works and materials described in Schedule A and all derivative works, improvements, updates, revisions and documentation related thereto.

"Intellectual Property Rights" means all rights in or to patents, patent applications, copyrights, moral rights, trade secrets, mask works, database rights, trademarks, trade names, service marks, know-how and other proprietary rights, whether registered or unregistered and including registrations and applications.

2. ASSIGNMENT OF RIGHTS

2.1 Assignment. Subject to the terms and conditions of this Agreement, Provider hereby irrevocably assigns, transfers and conveys to Client all of Provider's right, title and interest in and to the Assigned Materials and all Intellectual Property Rights therein, throughout the world, for the full term of such rights and all renewals and extensions thereof. This assignment includes the right to sue for past, present and future infringements and to recover damages and other remedies.

2.2 Further Assurances. Provider shall execute and deliver to Client such assignments, instruments, declarations, acknowledgments and other documents, and shall take such actions, as Client may reasonably request to effect, record, confirm or perfect the assignments contemplated by this Agreement, including providing sworn declarations and testimony as necessary to obtain, maintain or enforce Intellectual Property Rights.

3. WORKS MADE FOR HIRE; LICENSE BACK

3.1 Works Made for Hire. To the extent any of the Assigned Materials constitutes a "work made for hire" under applicable law, Provider and Client agree that such works shall be deemed works made for hire and that Client shall be the author and owner thereof.

3.2 License Back. Unless otherwise agreed in writing below, Provider is granted no license or other rights in the Assigned Materials following the assignment; provided, however, that the parties may record any limited license or retained rights in a specified written addendum executed and attached hereto. If a retained license is to be granted, describe terms here:

4. DELIVERY; RECORDATION

4.1 Delivery. Provider shall deliver to Client, within five (5) Business Days of the Effective Date, all tangible embodiments of the Assigned Materials in Provider's possession or control and shall provide reasonably complete documentation and source materials reasonably necessary for Client to exploit the Assigned Materials.

4.2 Recordation. Client shall have the right, at its expense, to record or file this Agreement or any assignment or other instrument reflecting the transfer of Intellectual Property Rights with any governmental office or registry. Provider shall execute any documents necessary for recordation.

5. REPRESENTATIONS AND WARRANTIES

Provider represents and warrants to Client, as of the Effective Date and continuing until the date of full performance, that:

(a) Provider is the sole legal and beneficial owner of the Assigned Materials, free and clear of any liens, encumbrances, security interests, licenses (other than those disclosed in Schedule A), options, claims or restrictions that would impair Client's use or enforcement of the Assigned Materials;

(b) to Provider's knowledge, the Assigned Materials do not infringe, misappropriate or otherwise violate any third party Intellectual Property Rights; and

(c) Provider has full right, power and authority to enter into and perform this Agreement, and no consent, approval or authorization of any third party or governmental authority is required for the transfer contemplated by this Agreement except as expressly disclosed in Schedule A.

6. CONSIDERATION

In consideration for the assignments and covenants set forth herein, Client shall pay Provider the sum of Payment Amount: payable in accordance with the payment schedule described below or otherwise acknowledged in writing by the parties. Receipt and sufficiency of such consideration are hereby acknowledged by Provider.

Payment schedule / additional consideration terms:

7. CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party in connection with the Assigned Materials and shall not disclose such information except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Confidential information shall not include information that is or becomes publicly known other than by breach of this Agreement.

8. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors, employees and agents from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of Provider's representations and warranties in Section 5 or from any third-party claim alleging that the Assigned Materials infringe or misappropriate a third party's Intellectual Property Rights.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, FRAUD OR A BREACH OF SECTION 5, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by recognized overnight courier to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

11. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in the county of for any dispute arising out of or relating to this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with Schedule A and any written addenda 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, representations and warranties, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and shall be interpreted so as to reasonably effect the parties' intent.

SCHEDULE A — LIST OF ASSIGNED MATERIALS

Provide a complete description of all materials, embodiment types, file names, registration numbers (if any), dates of creation and any third-party obligations or licenses that affect the Assigned Materials. If additional sheets are attached, identify the number of pages attached below.

ADDITIONAL PROVISIONS

The parties may indicate any additional negotiated provisions or exceptions to the terms above below. Any such provision shall be binding only if initialed by both parties in the space provided.

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