Intellectual Property Policy

Intellectual Property Policy

This Intellectual Property Policy (the Policy) is entered into as of , by and between Company Name: (Company), organized as: Corporation Limited Liability Company Partnership Individual and Recipient Name: (Recipient), with primary correspondence address: .

RECITALS

WHEREAS, Company develops and maintains proprietary technologies, software, designs, methodologies, trade secrets and other intellectual property of commercial value (collectively, Company IP);

WHEREAS, Recipient performs services for or on behalf of Company and, in connection with those services, may conceive, develop or otherwise create inventions, works of authorship, improvements, designs or other intellectual property; and

WHEREAS, Company and Recipient desire to set forth their respective rights and obligations with respect to ownership, disclosure, protection and exploitation of intellectual property created or used in connection with Recipient's engagement with Company.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

1. DEFINITIONS

For purposes of this Policy:

(a) "Company IP" means inventions, discoveries, improvements, trade secrets, technical information, source code, object code, documentation, designs, processes, mask works, rights in databases, and works of authorship created, conceived, reduced to practice or developed by Recipient, alone or with others, during the Term that (i) arise out of or relate to Company business or actual or demonstrably anticipated research or development, (ii) are developed using Company resources, or (iii) result from work performed for Company.

(b) "Prior Inventions" means inventions and works made by Recipient prior to the Effective Date that Recipient is able to demonstrate by written records and that are excluded from the scope of this Policy as provided in Section 3.

2. OWNERSHIP AND ASSIGNMENT

2.1 Ownership. Except for Prior Inventions identified in writing in accordance with Section 3, Recipient hereby assigns and agrees to assign to Company all right, title and interest in and to Company IP. Recipient agrees that Company shall be the sole and exclusive owner of Company IP, including all patent, copyright, moral, trade secret and other intellectual property rights throughout the world.

2.2 Further Assurances. At Company's request and expense, Recipient shall promptly execute and deliver all documents and take all actions reasonably requested by Company to secure, perfect, confirm, maintain and enforce Company's ownership rights in Company IP, including executing assignments, patent applications, declarations, oaths, and other instruments.

3. PRIOR INVENTIONS

3.1 Disclosure of Prior Inventions. Recipient represents that the Prior Inventions listed below, if any, were made prior to the Effective Date and are not assigned to Company. Recipient shall list all Prior Inventions in the space provided; failure to list an item will be deemed a representation that no such Prior Invention exists.

3.2 Failure to Disclose. If Recipient fails to disclose any Prior Invention, such omission shall not affect Company's ownership of any inventions that otherwise meet the definition of Company IP.

4. DISCLOSURE AND RECORDS

4.1 Disclosure Obligation. Recipient shall promptly disclose in writing to Company all inventions, discoveries, improvements and works of authorship that may constitute Company IP. Disclosure shall include a reasonably detailed description of the subject matter, date(s) of conception or reduction to practice, names of contributors, and any materials or files necessary to understand the invention.

4.2 Records. Recipient shall keep adequate and current written records (which may include electronic records) of the development of Company IP. Such records shall be Company property and shall be delivered to Company upon termination of Recipient's engagement or upon Company's request.

5. CONFIDENTIALITY & USE OF COMPANY MATERIALS

5.1 Confidential Information. Recipient acknowledges that confidential information, including but not limited to Company IP, trade secrets, business plans, customer lists and technical data, is valuable and proprietary to Company. Recipient shall hold such information in strict confidence and shall not disclose or use it except as necessary to perform Recipient's duties for Company or as expressly authorized in writing by Company.

5.2 Return of Materials. Upon termination of engagement or upon Company's request, Recipient shall promptly return or destroy all Company materials and certify in writing that all originals, copies and derivations of such materials have been returned or destroyed.

6. OPEN SOURCE AND THIRD-PARTY SOFTWARE

6.1 Use and Inclusion. Recipient shall not incorporate open source or third-party code, components or data into Company deliverables or systems if doing so would impose obligations that are inconsistent with Company's proprietary ownership or intended licensing of Company IP, unless prior written approval is obtained from an authorized Company representative.

6.2 Disclosure. Recipient shall identify and disclose all third-party software and open source components included in Company materials, including license terms and any required notices.

7. PUBLICATION AND PRESENTATION

Recipient shall not publish, present, file for patent protection or otherwise disclose Company IP or any Confidential Information without prior written approval from Company. Company may withhold approval if disclosure would prejudice Company's proprietary or commercial interests. If Company approves disclosure, Recipient shall comply with Company's requested redactions or timing restrictions.

8. WAIVERS, REMEDIES AND INJUNCTIVE RELIEF

8.1 Remedies. Recipient acknowledges that a breach of this Policy may cause Company irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, Company shall be entitled to seek injunctive relief, specific performance and other equitable remedies.

8.2 Attorneys' Fees. If either party brings an action to enforce this Policy, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and expenses incurred in connection with such action.

9. NOTICES

All notices required or permitted under this Policy shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate in writing in accordance with this Section.

10. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Policy shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

11. GOVERNING LAW

This Policy shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT; SEVERABILITY

This Policy constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. If any provision of this Policy is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuates the parties' original intent.

13. COUNTERPARTS

This Policy may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures provided by electronic means that reproduce a signature shall be binding and enforceable.

14. MISCELLANEOUS PROVISIONS

14.1 Assignment. Company may assign its rights under this Policy. Recipient may not assign any of its obligations without Company's prior written consent. 14.2 No Third-Party Beneficiaries. Except as expressly provided, this Policy is for the sole benefit of the parties and their permitted successors and assigns.

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