IP Deed Pool Agreement

IP Deed Pool Agreement

This IP Deed Pool Agreement (the Agreement) is made as of between Contributor Name: with principal address: and Pool Administrator Name: with principal address: .

RECITALS

WHEREAS, Contributor possesses certain intellectual property rights and associated documentation identified in Schedule A attached hereto and desires to contribute specified rights, title and interest in such intellectual property to a pooled collection for collective management and licensing (the Pool); and

WHEREAS, Pool Administrator has expertise in administering pooled intellectual property assets, maintaining records, negotiating licenses and enforcing rights on behalf of contributors to the Pool; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contributor will deed, assign and contribute certain intellectual property to the Pool and under which Pool Administrator will manage, license and enforce such Contributed IP for the mutual benefit of Contributors and as further described herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Contributed IP" means the intellectual property rights listed in Schedule A and any improvements, continuations, divisions, reissues, renewals and extensions thereof that Contributor assigns to the Pool. Contributor shall describe the initial Contributed IP in the field below and may attach additional documentation to Schedule A.

1.2 "Pool" means the collective repository of Contributed IP created pursuant to this Agreement and managed by Pool Administrator on behalf of Contributors.

1.3 "Net Revenues" means gross consideration actually received by the Pool from licensing, sale or enforcement of Contributed IP, less only documented third-party expenses directly attributable to the transaction (including reasonable attorneys' fees, filing fees, taxes and out-of-pocket disbursements).

2. ASSIGNMENT OF INTELLECTUAL PROPERTY

2.1 Contributor hereby irrevocably assigns, transfers and conveys to the Pool, for the benefit of Contributors and subject to the terms of this Agreement, all right, title and interest in and to the Contributed IP, including all associated goodwill, rights of recovery for past infringements, and the right to license, sublicense and enforce such rights. Contributor expressly conveys all assignable moral rights and waives to the extent permitted by law any rights of attribution or integrity with respect to the Contributed IP.

2.2 The assignment effected by Section 2.1 shall be effective upon delivery to Pool Administrator of the instruments of conveyance and documents described in Section 5.1.

3. REPRESENTATIONS AND WARRANTIES

Contributor represents and warrants to Pool Administrator and the Pool that, as of the Effective Date:

(a) Contributor is the sole and lawful owner of the Contributed IP or has the full authority and right to convey the Contributed IP free and clear of any liens, encumbrances, licenses or third-party interests, except as expressly disclosed in Schedule A; and the Contributed IP is not subject to any pending or threatened assignment or option that would conflict with this Agreement.

(b) To Contributor's knowledge, the Contributed IP does not infringe or misappropriate any third party's patent, copyright, trade secret or other proprietary rights, and Contributor is not subject to any existing judgment, order, claim, suit or proceeding that would materially impair the rights granted hereunder.

(c) All information and documentation delivered to Pool Administrator with respect to the Contributed IP are true, complete and accurate in all material respects.

4. MANAGEMENT OF THE POOL

4.1 Pool Administrator shall have the exclusive authority to: (a) receive and manage Contributed IP; (b) negotiate and enter into license and sublicensing agreements on behalf of the Pool; (c) institute, prosecute, defend and settle enforcement actions relating to Contributed IP; and (d) collect, hold and distribute Net Revenues in accordance with this Agreement. Pool Administrator shall act in good faith and in a commercially reasonable manner in performing its duties.

4.2 Pool Administrator shall maintain accurate books, records and accounts relating to the Pool and shall provide Contributor with written reports describing material transactions affecting Contributor's Contributed IP at least quarterly.

5. CONTRIBUTION PROCEDURES; DELIVERY

5.1 Contributor shall execute and deliver to Pool Administrator such deeds, assignments, powers of attorney, recordation forms and other instruments reasonably necessary to effect the assignment and enable Pool Administrator to record, license and enforce the Contributed IP. Delivery of such instruments shall occur no later than .

5.2 Contributor shall, at Contributor's expense, provide Pool Administrator with copies of all original filings, assignment records, prosecution histories and documentation reasonably necessary for the maintenance and enforcement of the Contributed IP.

6. LICENSES, EXPLOITATION AND REVENUE SHARING

6.1 Pool Administrator is authorized to grant non-exclusive and exclusive licenses, sublicenses and other rights in and to Contributed IP. Any license or disposition of Contributed IP that materially alters Contributor's rights shall require notice to Contributor and, where the license materially impairs Contributor's residual rights, prior written consent of Contributor, which shall not be unreasonably withheld.

6.2 Net Revenues shall be allocated and distributed as follows: Pool Administration Fee % (deducted from gross receipts), with remaining Net Revenues distributed to Contributors pro rata according to the contribution credit described in Schedule B. Enter Contributor contribution credit: %.

6.3 Distributions of Net Revenues to Contributor shall be made within days after receipt and accounting by Pool Administrator. Pool Administrator shall provide a written accounting with each distribution.

7. ENFORCEMENT AND DEFENSE

7.1 Pool Administrator shall have the right, in its discretion, to commence, prosecute, defend and settle actions involving the Contributed IP. Pool Administrator shall consult with Contributor prior to entering into any settlement that would materially affect Contributor's rights, provided that Pool Administrator may, in its reasonable judgment, settle claims where delay would materially prejudice recovery.

7.2 Costs of enforcement shall be treated as third-party expenses and shall be reimbursed from recoveries before calculation of Net Revenues. If Pool Administrator declines to pursue enforcement of an infringement that Contributor reasonably believes should be pursued, Contributor may assume control of enforcement at Contributor's expense, subject to reimbursement obligations set forth herein and a right of Pool Administrator to participate and to seek contribution.

8. CONFIDENTIALITY

8.1 Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement and shall not disclose such information except to its employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. This Section shall not apply to information that is or becomes publicly available through no breach of this Agreement or is required to be disclosed by law.

9. INDEMNIFICATION

9.1 Contributor shall indemnify, defend and hold harmless the Pool and Pool Administrator from and against any and all liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees, arising out of any breach of Contributor's representations, warranties or covenants under this Agreement, or arising from claims that the Contributed IP infringes or misappropriates third-party rights, except to the extent such claims result solely from actions taken by Pool Administrator in reliance upon materially altered or incomplete documentation provided by Pool Administrator.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO AMOUNTS ACTUALLY RECEIVED BY THE POOL RELATING TO THE SPECIFIC CONTRIBUTED IP AT ISSUE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. TERM AND TERMINATION

11.1 This Agreement shall commence on the Effective Date set forth above and continue until terminated in accordance with this Agreement. Termination shall not affect rights or obligations accrued prior to termination, and Sections 1, 3, 6 (to the extent of payments due), 7, 8, 9, 10, 15, 16 and 17 shall survive termination.

11.2 Either party may terminate this Agreement for material breach by the other party that is not cured within thirty (30) days following written notice specifying the breach.

12. NOTICES

12.1 All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party designates by notice). Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered.

13. AMENDMENTS

13.1 This Agreement may not be modified except by a written amendment signed by both parties. Any proposed amendment that would materially change the economic allocation of Net Revenues shall require specific written consent of the affected Contributor.

14. WAIVER

14.1 No waiver of any breach or default hereunder shall be effective unless in writing and signed by the waiving party. No waiver of any covenant or condition shall be deemed a waiver of any subsequent breach of the same or any other covenant or condition.

15. GOVERNING LAW

15.1 This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflicts of law principles. Governing law state:

16. ENTIRE AGREEMENT

16.1 This Agreement (including Schedules A and B) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to the contribution and management of the Contributed IP.

17. SEVERABILITY

17.1 If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision that, to the extent possible, achieves the original intent of the parties.

18. COUNTERPARTS

18.1 This Agreement 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. Signatures transmitted by electronic or facsimile transmission shall be binding for all purposes.

SCHEDULE B — CONTRIBUTION CREDIT AND ENTITY TYPE

Individual    Corporation    LLC    Other:

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