Intellectual Property Rights Addendum

INTELLECTUAL PROPERTY RIGHTS ADDENDUM

This Intellectual Property Rights Addendum ("Addendum") is entered into as of by and between Client Name: and Contractor Name: in connection with the Original Agreement titled dated .

RECITALS

WHEREAS, Client commissioned Contractor to provide certain services and deliverables described in the Original Agreement, and the parties desire to clarify ownership, assignment and licensing of intellectual property arising from those services; and

WHEREAS, Contractor may incorporate Background IP and Third-Party Materials into certain Deliverables, and the parties desire to allocate risk, grant necessary licenses, and set forth remedies for infringement; and

WHEREAS, the parties intend that all rights in the Deliverables necessary for Client to exploit, reproduce, modify and distribute the Deliverables shall be owned or licensed as set forth in this Addendum.

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

1. Definitions

For purposes of this Addendum: "Background IP" means intellectual property owned or controlled by a party prior to the Effective Date or developed outside the performance of the Original Agreement; "Deliverables" means the tangible and intangible items, including software, documentation, designs, inventions, and other materials, that Contractor is required to provide under the Original Agreement and as further described in the Deliverables / Work Description field below; "Third-Party Materials" means components, libraries, tools or content licensed from third parties and incorporated into the Deliverables.

2. Ownership and Assignment

Except as expressly set forth in this Addendum, Contractor hereby irrevocably assigns, transfers and conveys to Client, and agrees to execute any instruments reasonably necessary to effectuate, all right, title and interest worldwide in and to all intellectual property rights in the Deliverables, whether now known or hereafter discovered, including without limitation copyrights, patent rights, trade secret rights and moral rights (collectively, "Assigned Rights"), subject only to the Background IP and Third-Party Materials provisions below.

Contractor warrants that it has the full right and authority to assign the Assigned Rights and will, at Client's expense, execute and deliver such further instruments and take such further actions as Client may reasonably request to effectuate the assignment, including but not limited to assignments, instruments of conveyance, declarations and applications for registration of intellectual property.

The parties acknowledge that, to the extent permitted by applicable law, the Deliverables shall be considered a "work made for hire" as defined by copyright law and, if any portion of the Deliverables is not a work made for hire, Contractor hereby assigns all right, title and interest in such portion to Client.

3. Background IP and Third-Party Materials

Background IP shall remain the sole property of the party owning such Background IP. Contractor shall identify in writing all Background IP embodied in the Deliverables prior to delivery. Contractor hereby grants Client a perpetual, irrevocable, worldwide, royalty-free, nonexclusive license to use, copy, modify and create derivative works of any Background IP to the extent necessary to exercise the rights in the Deliverables.

Contractor shall not incorporate Third-Party Materials into the Deliverables except pursuant to a license that permits Client's use consistent with the rights granted in Section 2. Contractor will provide, with delivery of the Deliverables, a list identifying all Third-Party Materials and the associated licenses and will provide copies of such licenses upon Client request.

4. License Back to Contractor

If Contractor retains any residual rights following assignment of the Assigned Rights, Client hereby grants Contractor a nonexclusive, nontransferable, non-sublicensable, revocable license to use the Deliverables solely to the extent required to perform Contractor's remaining obligations under the Original Agreement, subject to confidentiality and non-use restrictions. Specify any expanded license grant or exclusion below:

5. Moral Rights; Waiver

To the maximum extent permitted by applicable law, Contractor hereby irrevocably waives and agrees not to assert any moral rights, droit moral or similar rights in the Deliverables against Client or Client's licensees, successors or assigns. Where waiver is not permitted by law, Contractor shall execute any documents reasonably requested by Client to limit or otherwise not assert such rights.

6. Representations, Warranties and Covenants

Contractor represents and warrants that: (a) Contractor is the sole author or has obtained all consents necessary to assign the Assigned Rights; (b) the Deliverables are original to Contractor and do not infringe or misappropriate the intellectual property rights of any third party; and (c) Contractor has the full power and authority to enter into this Addendum and to perform its obligations hereunder.

Client represents that it has the authority to receive the rights conveyed by this Addendum and that its exercise of such rights shall not violate any applicable law or contractual obligation.

7. Indemnification

Contractor shall indemnify, defend and hold harmless Client and its officers, directors, employees and agents from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any claim that the Deliverables, to the extent created by Contractor, infringe or misappropriate a third party's intellectual property rights, provided that Client gives prompt written notice of such claim and permits Contractor to control the defense and settlement thereof, provided that any settlement imposing obligations on Client requires Client's prior written consent.

8. Consideration; Further Assurances

The parties acknowledge that the assignment and licenses set forth herein are supported by good and valuable consideration, the sufficiency of which is acknowledged. Each party shall execute and deliver such further instruments and take such other actions as may be reasonably requested to carry out the purposes of this Addendum.

9. Notices

All notices, requests, consents and other communications required or permitted under this Addendum shall be in writing and delivered to the parties at the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

10. Amendments; Waiver; Counterparts

This Addendum may be amended only by a written instrument signed by authorized representatives of both parties. No waiver of any provision of this Addendum shall be effective unless in writing and signed by the party against whom the waiver is to be asserted. This Addendum 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; facsimile or electronically transmitted signatures shall be effective as originals.

11. Governing Law; Severability; Entire Agreement

This Addendum shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of laws principles. If any provision of this Addendum is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Addendum, together with the Original Agreement, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings relating thereto.

12. Execution

The parties have executed this Addendum through their duly authorized representatives as of the Effective Date set forth above.

Sign Now