Intellectual Property Sheet

INTELLECTUAL PROPERTY SHEET AND SERVICES AGREEMENT

This Intellectual Property Sheet and Services Agreement (the Agreement) is made effective as of by and between:

WHEREAS

WHEREAS, Client requires certain services that may result in the creation, development or delivery of intellectual property, including but not limited to designs, software, documentation, inventions, know-how and related materials (collectively, Works); and

WHEREAS, Service Provider has the expertise and capability to perform the services and to create the Works in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to identify existing intellectual property, allocate ownership of newly created intellectual property, and set forth related payment, confidentiality and delivery obligations.

SCOPE OF WORK

Service Provider shall perform the services described below and shall deliver the Works in accordance with the deliverables, schedule and quality standards set forth by the parties.

INTELLECTUAL PROPERTY INVENTORY

Identify existing intellectual property and materials to be incorporated into the Works (if none, indicate "None"). For each item provide a title, brief description, type, owner and registration or application number if applicable.

OWNERSHIP, ASSIGNMENT AND LICENSES

All intellectual property and Works created, developed, reduced to practice or prepared by Service Provider under this Agreement (New Works) shall be considered works made for hire if and to the extent permitted by law. To the extent any New Works do not qualify as works made for hire, Service Provider hereby irrevocably assigns, transfers and conveys to Client all right, title and interest in and to such New Works, including all copyrights, patent rights, trade secret rights and moral rights, worldwide and in perpetuity, without further consideration beyond the payment set forth herein.

Service Provider represents that it has authority to assign the rights described above and will execute and deliver such instruments and take such further actions as are reasonably requested by Client to effectuate the assignment. Where Service Provider incorporates pre-existing materials or third-party components, Service Provider shall obtain and deliver to Client documented, perpetual, sublicensable, royalty-free licenses sufficient for Client's intended use of the Works or shall replace such components with non-restricted alternatives at Service Provider's expense.

DELIVERY, DOCUMENTATION AND SOURCE MATERIALS

Upon delivery of each deliverable and upon termination of this Agreement, Service Provider shall deliver to Client all tangible and electronic materials reasonably necessary to use, maintain and modify the Works, including complete source code, design documents, specifications, build scripts, test data and release notes (Documentation). Documentation shall be accurate and delivered in a format reasonably requested by Client.

PAYMENT TERMS

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above. Termination shall not relieve any party of obligations accrued prior to termination, including payment for delivered work and assignment or delivery obligations with respect to intellectual property.

CONFIDENTIALITY

Each party may disclose Confidential Information to the other in connection with the performance of this Agreement. "Confidential Information" includes non-public business, technical, design and financial information disclosed in any form. The receiving party shall: (a) treat Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except to employees and contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) not use Confidential Information except to perform its obligations under this Agreement.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Service Provider represents and warrants that: (a) it has full power and authority to enter into this Agreement and to grant the rights and assignments herein; (b) the Works will be original and will not infringe or misappropriate any third-party intellectual property rights; and (c) any pre-existing materials identified in the Inventory are properly licensed to permit Client's use as contemplated. Service Provider shall indemnify, defend and hold Client harmless from and against any third-party claims finally adjudicated to arise from a breach of the foregoing representations.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of competent courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Any deliverables subject to export control or other regulatory restrictions shall be handled in compliance with applicable laws. If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor in interest.

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