Intellectual Property Provision Template

INTELLECTUAL PROPERTY PROVISION

This Intellectual Property Provision (this "Provision") is entered into as of by and between Client Name: , a organized under the laws of , with principal place of business at (hereafter "Client"), and Provider Name: , a organized under the laws of , with principal place of business at (hereafter "Provider"). Client and Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Provider has been engaged to develop or deliver certain materials, software, designs, inventions, documentation and other deliverables described below (the "Deliverables");

WHEREAS, the Parties desire to set forth their respective rights, ownership, assignment and license terms relating to Background Intellectual Property and Work Product created in connection with the Deliverables;

WHEREAS, the Parties intend that ownership and usage rights be clear and enforceable and that any required assignments of intellectual property be effected promptly and in writing.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Definitions

1.1 "Background IP" means all intellectual property owned or controlled by a Party prior to the Effective Date or developed independently of the Deliverables. If applicable, describe Background IP:

1.2 "Work Product" means all inventions, designs, works of authorship, discoveries, developments, improvements, data, software (source and object code), documentation, know-how and other results, including any derivatives and compilations, that are conceived, created, developed or reduced to practice by Provider, alone or with others, in the performance of Provider's obligations under this Provision.

2. Ownership and Assignment

2.1 Except as expressly set forth in Section 3, Client shall own all right, title and interest in and to the Work Product, including all worldwide copyrights, patent rights (subject to patentability), trade secret rights and moral rights therein. Provider hereby irrevocably assigns and agrees to assign to Client all of Provider's right, title and interest in and to the Work Product, whether such rights arise by operation of law, contract or otherwise, and shall execute all instruments and take all actions reasonably requested by Client to evidence, perfect, maintain and protect such ownership.

2.2 Provider acknowledges that all Work Product that constitutes a "work made for hire" under applicable law shall be deemed such, to the fullest extent permitted; to the extent any Work Product is not a work made for hire, Provider hereby assigns to Client all copyright and other proprietary rights.

3. License Back; Reservation of Rights

3.1 Subject to the Parties' express written agreement, Client grants Provider a non-exclusive, non-transferable, revocable license to use the Work Product solely to the limited extent necessary for Provider to perform its obligations hereunder, for the period and on the terms described here:

3.2 Each Party retains ownership of its Background IP. No license or other rights in a Party's Background IP are granted except as explicitly set forth in this Provision.

4. Third-Party Intellectual Property

4.1 Provider represents that, to the best of its knowledge, the Deliverables and Work Product will not infringe any third-party intellectual property rights. To the extent Provider intends to incorporate third-party materials into the Deliverables, Provider shall disclose and list such materials here and obtain all necessary licenses:

4.2 Provider shall indemnify, defend and hold Client harmless from and against any claim, demand, suit or proceeding brought by a third party alleging that Client's use of the Deliverables as permitted hereunder infringes such third party's intellectual property rights, provided Client gives prompt written notice of such claim and cooperates in the defense.

5. Patent Prosecution and Cooperation

5.1 If the Work Product includes inventions or discoveries that are or may be patentable, Provider shall promptly disclose such inventions in writing to Client. Provider shall, at Client's expense, cooperate and execute all documents and provide all assistance reasonably requested by Client to obtain, enforce and maintain patents or other protections covering such inventions worldwide.

5.2 Provider consents to assignment of all patent rights to Client and will, where permissible by applicable law, assist in prosecution and assignment processes, including executing power of attorney and inventor declarations as required.

6. Moral Rights; Waiver

6.1 To the maximum extent permitted by law, Provider irrevocably waives, and shall procure waivers of, any moral rights, droit moral or similar rights in the Work Product and agrees not to assert any such rights against Client or its licensees.

7. Confidentiality

7.1 Each Party shall treat as confidential all non-public information disclosed by the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential information excludes information that is or becomes publicly known through no breach of this Provision, was rightfully received from a third party without restriction, or is independently developed.

8. Remedies; Injunctive Relief

8.1 The Parties agree that a breach of this Provision with respect to intellectual property or confidentiality rights would cause irreparable harm for which monetary damages may be inadequate and that, in addition to any other remedies, the non-breaching Party shall be entitled to seek injunctive relief.

9. Survival

9.1 Sections concerning Ownership and Assignment, Third-Party Intellectual Property, Patent Prosecution, Moral Rights, Confidentiality, Indemnification and Remedies shall survive termination or expiration of this Provision for the longer of (a) the period specified in this Provision or (b) the maximum period permitted by applicable law.

10. Notices

Notices to Client

Notices to Provider

Notices shall be in writing and shall be deemed given upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail to the addresses above.

11. Amendments; Waiver; Counterparts

11.1 No amendment of this Provision will be effective unless made in a written instrument signed by authorized representatives of both Parties. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver.

11.2 This Provision 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; Entire Agreement; Severability

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

12.2 This Provision, together with any referenced exhibits or statements of work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, related to such subject matter.

12.3 If any provision of this Provision is found to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' original intent.

Miscellaneous Provisions

13.1 Assignment. Neither Party may assign or transfer its rights or obligations under this Provision without the prior written consent of the other Party, except that Client may assign this Provision in connection with a merger, acquisition or sale of substantially all of its assets.

13.2 Independent Contractors. The Parties are independent contractors. Nothing in this Provision shall create an agency, partnership or joint venture between the Parties.

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