Legal CCMD Complete

Legal CCMD Complete

This Confidential Collaboration and Mutual Development Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A: Company Name: , an entity organized as Corporation LLC Individual with principal place of business at , represented by , and Party B: Company Name: , an entity organized as Corporation LLC Individual with principal place of business at , represented by .

Recitals

WHEREAS, Party A and Party B desire to engage in collaborative research, design, testing, or other joint activities concerning certain technologies, products and services described in the Development Plan; and

WHEREAS, the parties anticipate exchanging confidential information and materials and wish to define the terms under which such information will be disclosed, protected and used; and

WHEREAS, the parties intend to allocate rights, ownership and responsibilities with respect to intellectual property and commercialization arising out of their collaborative activities.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. Definitions

1.1 "Confidential Information" means information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether oral, written, electronic or tangible, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical data, trade secrets, know-how, designs, formulas, prototypes, business plans, pricing, customer lists and any information marked or identified as confidential.

1.2 "Development Plan" means the written description of collaborative activities, milestones, responsibilities and deliverables attached or entered into the Development Plan field below.

2. Purpose

The purpose of this Agreement is to set forth the parties' respective rights and obligations with respect to their collaborative development efforts, to protect Confidential Information exchanged in connection with those efforts, and to establish the allocation of ownership and licenses in resulting intellectual property.

3. Confidentiality

3.1 Obligations. The Receiving Party shall (a) hold the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than a reasonable standard of care; (b) use Confidential Information solely for the Purpose; and (c) not disclose Confidential Information to any third party except as expressly permitted in this Agreement.

3.2 Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction and without breach of a duty of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates, at the Disclosing Party's expense, in seeking a protective order or other appropriate remedy.

3.3 Duration. The Receiving Party's obligations hereunder shall continue for a period of years from the date of disclosure of the Confidential Information.

4. Development Activities; Deliverables

4.1 Development Plan. The parties shall undertake development activities in accordance with the Development Plan. The Development Plan shall set forth tasks, milestones, deliverables, timelines and the party responsible for each task.

5. Intellectual Property

5.1 Background IP. Each party retains all right, title and interest in and to intellectual property owned or developed by that party prior to the Effective Date or developed independently of the collaborative activities ("Background IP"). No transfer of Background IP is effected by this Agreement except as expressly provided.

5.2 Jointly Developed IP. Intellectual property developed jointly by the parties in the performance of the Development Plan shall be owned as follows: unless otherwise agreed in writing, ownership shall be joint and each party shall own an undivided interest in such Joint IP. Each party shall have the right to use, exploit and license Joint IP, subject to any express licensing or exclusivity terms set forth in the Development Plan.

5.3 License Grants. To the extent a party discloses Background IP to the other party for the Purpose, the disclosing party grants a limited, non-exclusive, non-transferable, royalty-free license to use such Background IP solely to perform the Development Plan, unless otherwise agreed in writing.

6. Payment and Expenses

Unless otherwise stated in the Development Plan, each party shall bear its own costs and expenses incurred in connection with performance of its obligations under this Agreement. Any payment due upon achievement of milestones shall be set forth in the Development Plan or a separate schedule executed by the parties.

7. Term and Termination

7.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect for a period of years unless earlier terminated in accordance with this Section.

7.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

7.3 Effect of Termination. Upon termination, each party shall return or destroy the Disclosing Party's Confidential Information as directed and certify in writing that it has complied. Termination shall not relieve the parties of any obligation or liability accrued prior to termination, including payment obligations and indemnification responsibilities.

8. Representations and Warranties; Disclaimer

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Indemnification and Liability

9.1 Indemnification. Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claim arising out of the indemnifying party's gross negligence or willful misconduct, breach of this Agreement or infringement of third-party intellectual property rights resulting from the indemnifying party's activities.

9.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EACH PARTY SHALL BE LIMITED TO AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice. Notices shall be deemed given when delivered personally, sent by certified mail return receipt requested, or sent by nationally recognized overnight courier.

11. Amendments; Waiver; Counterparts

11.1 Amendments. No amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

11.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise preclude other or further exercises of that right.

11.3 Counterparts. 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. A scanned or electronic signature shall have the same force and effect as an original signature.

12. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State or jurisdiction identified by the parties below without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes amicably. If the parties cannot resolve a dispute within sixty (60) days, the dispute shall be resolved by:

13. Entire Agreement; Severability

13.1 Entire Agreement. This Agreement, together with the Development Plan and any other schedules or exhibits expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

13.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, the remainder of the provision and the remaining provisions of this Agreement shall continue in full force and effect to the fullest extent permitted by law.

Execution

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

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