Intern Services IP Agreement

Intern Services IP Agreement

This Intern Services IP Agreement (the "Agreement") is entered into as of by and between:

Parties

Recitals

WHEREAS, Company engages in the business of developing, marketing and licensing technology, products and services and requires assistance from qualified personnel for discrete projects and support functions; and

WHEREAS, Intern has the necessary skills, training and availability to perform services for Company on an internship basis and desires to gain practical experience; and

WHEREAS, the parties wish to set forth the terms under which Intern will provide services and assign to Company all right, title and interest in intellectual property arising from those services.

Scope of Work

Intern shall perform the services described below under the direction of Company. The scope may be modified by mutual written agreement of the parties.

Payment Terms

Company shall pay Intern compensation for services as set forth below. Payment is the sole compensation for services and does not create an employment relationship.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate for material breach if the breach is not cured within the notice period. Company may terminate immediately for misconduct or violation of Company policies.

Confidentiality

"Confidential Information" means all non-public information disclosed by Company to Intern, whether oral, written, electronic or tangible, that is marked confidential or would reasonably be understood to be confidential given the nature of the information.

Intern shall: (a) hold Confidential Information in confidence and not disclose it to any third party except as expressly permitted in writing; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) take reasonable measures to prevent unauthorized disclosure. These obligations shall continue for a period of years following termination.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of Intern; (ii) was in Intern's possession prior to disclosure by Company; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Intern without use of Company Confidential Information.

Intellectual Property Ownership and Assignment

All inventions, discoveries, developments, works of authorship, designs, processes, know-how, software, data, improvements and other creations (collectively, "Work Product") conceived, developed, reduced to practice or created by Intern, either alone or with others, during the Term and arising from or related to the Scope of Work shall be the sole and exclusive property of Company.

To effectuate ownership, Intern hereby irrevocably assigns and transfers to Company all rights, title and interest in and to the Work Product, including all worldwide copyrights, patent rights, trade secret rights and other intellectual property rights. If any Work Product is not deemed a "work made for hire" under applicable law, Intern assigns all right, title and interest to Company.

Intern further agrees to execute and deliver, at Company's expense, any documents and to take such further acts as Company reasonably requests to secure, maintain and enforce Company's rights in the Work Product, including assisting in obtaining patents or copyrights.

Intern hereby waives and agrees not to assert any moral rights or similar rights in the Work Product and consents to Company's modification, exploitation and sublicensing of the Work Product without further consent.

Representations; Indemnification

Intern represents that (a) Intern is free to enter into this Agreement and perform the obligations hereunder; (b) the Work Product will be original to Intern and will not infringe the rights of any third party; and (c) no prior obligations prevent assignment of rights to Company.

Intern agrees to indemnify, defend and hold Company harmless from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from any breach of the foregoing representations or any claim that the Work Product infringes a third party's intellectual property rights, except to the extent such claim arises from Company's unauthorized modification or use of the Work Product.

Limitation of Liability

Except for liability resulting from willful misconduct, fraud or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages arising out of or related to this Agreement, even if advised of the possibility of such damages. Company's aggregate liability shall not exceed the total compensation paid to Intern under this Agreement.

Governing Law; Venue

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 the state and federal courts located in that State for disputes arising out of this Agreement.

Entire Agreement; Severability

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or as later designated in writing by the party).

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