Intellectual Property Part Rights Agreement

INTELLECTUAL PROPERTY PART RIGHTS AGREEMENT

Parties

Effective Date:

Recitals

WHEREAS, Party A represents and warrants that it is the sole or controlling owner of certain intellectual property described below and has the authority to grant limited rights in that property to third parties; and

WHEREAS, Party B desires to acquire specified part rights in such intellectual property for the limited scope, territory and term set forth in this Agreement, and Party A is willing to grant such part rights on the terms and conditions contained herein;

WHEREAS, the parties intend by this instrument to set forth their entire agreement with respect to the transfer, licensing and exploitation of the specified part rights and related obligations.

Definitions

"Intellectual Property" means the patent, copyright, trademark, trade secret, design, know-how and other proprietary rights described as:

Grant of Part Rights

Subject to the terms and conditions of this Agreement, Party A hereby grants to Party B a limited, transferable: Exclusive Non-exclusive license in and to the Intellectual Property limited to the Field of Use and Territory set forth below. This grant constitutes a part-right allocation equal to of the licensed exploitative rights, measured as a proportion of commercial exploitation rights for the specified Field of Use.

Sublicensing: Allowed Not allowed If sublicensing is allowed, Party B shall ensure that any sublicense agreement imposes confidentiality and quality control obligations not less protective than those in this Agreement, and Party B shall remain liable for sublicensees' acts and omissions.

Scope of Work

Describe the specific activities, deliverables, milestones and performance obligations that Party B will undertake in relation to the granted part rights:

Payment Terms

All payments shall be made in U.S. Dollars unless otherwise agreed in writing. Party B shall provide full and accurate royalty reports with each payment period, showing gross receipts, deductions and net amounts subject to royalty.

Term and Termination

Term Start Date:    Term End Date/Duration:

Either party may terminate this Agreement for material breach by the other if such breach is not cured within the notice period specified above following written notice. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations and confidentiality obligations surviving termination.

Confidentiality

Each party shall treat all confidential information disclosed by the other party as strictly confidential and shall not disclose or use such information except as necessary to perform obligations under this Agreement. Confidential information excludes information that: (a) is or becomes publicly available through no breach; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of confidential information.

Representations, Warranties and Indemnification

Party A represents and warrants that it has the rights necessary to grant the part rights described herein and that, to the best of its knowledge, the Intellectual Property does not infringe third-party rights. Party B represents that its acceptance and exploitation of the part rights will comply with applicable law and the terms of this Agreement.

Each party shall indemnify, defend and hold harmless the other party from and against claims, losses, damages and expenses arising from the indemnifying party's breach of its representations, warranties or obligations under this Agreement, subject to customary notice and control provisions.

Assignment

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Party B may assign this Agreement in its entirety to an affiliate or in connection with a merger, sale of substantially all assets or transfer of a line of business, subject to notice to Party A.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state identified below, without regard to conflict of law principles. The parties agree that disputes shall be submitted to the exclusive jurisdiction of the courts located in that state unless the parties otherwise agree in writing.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed below or to such other address as a party may designate by written notice in accordance with this Section.

Miscellaneous

Entire Agreement: This Agreement 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 written or oral.

Amendment: No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision to carry out the original intent.

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