Intellectual Property Schedule

INTELLECTUAL PROPERTY SCHEDULE

This Intellectual Property Schedule (the Schedule) is entered into as of , by and between:

Client Name:

Service Provider:

WHEREAS

WHEREAS, Client and Service Provider have entered into a separate agreement setting forth certain services and deliverables (the Agreement), and this Schedule supplements the Agreement with respect to ownership, assignment, licensing and treatment of intellectual property created, delivered, licensed or otherwise used in connection with the Agreement;

WHEREAS, the parties desire to identify existing intellectual property, specify allocation of ownership in newly created intellectual property, set forth any licenses or assignments, and establish procedures for registration, maintenance and defense of such intellectual property;

WHEREAS, the parties intend that the terms of this Schedule govern the rights and obligations of the parties with respect to intellectual property, whether arising before, during or after performance of the Agreement.

SCOPE OF WORK

INTELLECTUAL PROPERTY INVENTORY

Identify existing intellectual property and any registrations, and indicate the party asserting ownership below. For each item, provide a brief description, status, registration or application numbers and jurisdictions, and any known third-party rights.

Registered Owner:

Registration / Application No.:    Jurisdiction:

Status: Patent Copyright Trademark Other

Registered Owner:

Registration / Application No.:    Jurisdiction:

Status: Patent Copyright Trademark Other

Registered Owner:

Registration / Application No.:    Jurisdiction:

Status: Patent Copyright Trademark Other

OWNERSHIP, ASSIGNMENT AND LICENSES

1. Ownership of Pre-Existing IP. Each party retains all right, title and interest in and to intellectual property owned or controlled by that party prior to the Effective Date, and nothing in this Schedule shall transfer ownership of such pre-existing intellectual property except as expressly stated in writing.

2. Assignment of Developed IP. Except as otherwise expressly set forth herein, all intellectual property developed, conceived, reduced to practice or first created by Service Provider specifically in the performance of the scope_of_work and delivered to Client (Developed IP) shall be the sole and exclusive property of and Service Provider hereby irrevocably assigns and agrees to assign all right, title and interest in and to such Developed IP to that party.

3. Licenses Granted. To the extent any deliverable or Developed IP includes or is based on pre-existing Service Provider technology or third-party technology that Service Provider does not own outright, Service Provider grants to Client a non-exclusive, worldwide, royalty-free (unless otherwise stated below), fully paid, perpetual license to use, reproduce, modify and sublicense such pre-existing technology solely as incorporated within the deliverables as delivered to Client.

4. Moral Rights. To the maximum extent permitted by law, the party receiving assignment or license under this Schedule accepts the waiver and assignment of moral rights in favor of the party receiving ownership or license, and each assigning party will execute any additional documents reasonably necessary to effectuate such waiver or assignment.

PAYMENT TERMS

TERM AND TERMINATION

Term Commencement Date: ,

Termination Date or Event:

CONFIDENTIALITY

All information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including source code, designs, specifications and business information related to the intellectual property, shall be treated as Confidential Information under the Agreement. The receiving party shall not disclose Confidential Information to any third party except as expressly permitted in writing or as required by law, and shall use at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Notwithstanding the foregoing, Client may disclose deliverables and Developed IP to its affiliates, contractors and customers on a need-to-know basis provided such recipients are bound by obligations of confidentiality and non-use at least as protective as those set forth herein.

REGISTRATION, MAINTENANCE AND ENFORCEMENT

The party entitled to ownership under this Schedule shall have the right, at its expense, to prepare, file, prosecute and maintain applications and registrations for patents, trademarks, copyrights and other protection for that party's intellectual property. The parties shall cooperate and execute all documents reasonably necessary to effectuate registrations and assignments. Costs of enforcement against third-party infringement shall be borne by the owner, except that the non-owner shall reasonably cooperate and, if necessary, join as a party in enforcement actions where required.

INDEMNIFICATION FOR IP CLAIMS

Service Provider shall indemnify, defend and hold harmless Client from and against any claim, suit or proceeding brought by a third party alleging that the use of Delivered Materials as provided under the Agreement infringes such third party's intellectual property rights, provided Client gives prompt written notice of such claim and permits Service Provider to control the defense and settlement thereof. Client shall reasonably cooperate, at Service Provider's expense, in the defense.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Schedule, together with the Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. In the event of any inconsistency between this Schedule and the Agreement, the terms of this Schedule shall control with respect to the subject matter addressed herein.

MISCELLANEOUS PROVISIONS

Any amendments to this Schedule must be in writing and signed by authorized representatives of both parties. If any provision of this Schedule is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

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