Intellectual Property Preparation Form

Intellectual Property Preparation Form

Effective Date:   Client Name:   Service Provider:

RECITALS

WHEREAS, Client is the creator or owner of certain intellectual property described below and seeks professional preparation services to secure, protect, or formalize rights in such intellectual property; and

WHEREAS, Service Provider is duly qualified and experienced in preparing filings, documentation, and formal assignments related to patents, trademarks, copyrights, and related IP matters and agrees to perform such services as set forth herein; and

WHEREAS, the parties desire to set forth the scope, compensation, ownership treatment, confidentiality and other terms governing the preparation services to be provided.

INVENTOR / OWNER INFORMATION

SCOPE OF WORK

Service Provider shall perform the following preparation services in accordance with the terms of this Agreement. The scope below enumerates specific tasks, deliverables, and required client inputs.

FILING INTENTIONS

Indicate types of filings or actions Service Provider is requested to prepare:

Patent drafting and filing    Trademark application    Copyright registration    Other:

PAYMENT TERMS

Fees for the services described shall be as follows.

Overdue balances shall incur a late fee of on outstanding amounts, calculated monthly until paid in full.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to termination. Termination for material breach shall be effective upon written notice if the breach is not cured within days following receipt of notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive or have access to Confidential Information of the other party. Confidential Information means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential. Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) not disclose Confidential Information to any third party except as necessary to perform the services and subject to confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential materials, but in no event less than reasonable care.

Confidentiality obligations shall not apply to information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) was known to Recipient prior to disclosure; or (iv) is independently developed by Recipient without use of Confidential Information.

INTELLECTUAL PROPERTY OWNERSHIP & ASSIGNMENT

Client represents and warrants that it is the sole owner or is authorized to grant the rights described herein for the IP identified. Client agrees to promptly execute any assignments, inventor declarations, or power of attorney reasonably required to perfect or pursue filings arising from the services.

Assignment Effective Date (if assignment to be prepared):

REPRESENTATIONS, WARRANTIES & PRIOR DISCLOSURES

Client represents that, to the best of its knowledge after reasonable inquiry: (a) it has not made any public disclosure that would bar or limit patentability unless disclosed below; (b) there are no known third-party claims, encumbrances, or licenses that would materially impair the rights sought; and (c) it will disclose any known relevant prior art or public use prior to filing.

INDEMNIFICATION & LIMITATION OF LIABILITY

Client shall indemnify and hold Service Provider harmless from any claims arising from Client's breach of representations, provision of false information, or failure to disclose prior art or agreements that affect ownership. Service Provider's liability for any claim arising out of performance of services under this Agreement shall be limited to direct damages not to exceed the total fees paid to Service Provider under this Agreement. Neither party shall be liable for consequential, incidental, or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State / Jurisdiction of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or statements of work attached hereto and any written amendments executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

NOTICES

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