Legal Certificate of Authorship

LEGAL CERTIFICATE OF AUTHORSHIP

This Legal Certificate of Authorship (the "Certificate") is entered into as of Effective Date: by and between Author Name: with Address: (hereinafter "Author"), and Recipient Name: with Address: (hereinafter "Recipient"). Author and Recipient are collectively referred to as the "Parties."

RECITALS

WHEREAS, Author is the creator and lawful owner of certain literary, artistic, or other intellectual work entitled "" (the "Work"), described in further detail below; and

WHEREAS, the Work was first created on or about and the Author seeks to certify authorship and to define rights, warranties, and remedies related to the Work; and

WHEREAS, Recipient requires a written certification of authorship for purposes of publication, licensing, distribution, or recordkeeping.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Work" means the creative material identified by title above and described as:

1.2 "Moral Rights" means any rights of attribution, integrity, or other non-economic rights of authorship under applicable law.

2. CERTIFICATION OF AUTHORSHIP

2.1 Author hereby certifies, warrants, and represents that Author is the sole author of the Work and, to the best of Author's knowledge, the Work is original, was not copied from any other work, and does not infringe any copyright, trade secret, patent, or other proprietary right of any third party except as expressly disclosed below.

2.2 If the Work is jointly authored, the following co-authors and their contributions are identified: Joint authorship indicated

3. OWNERSHIP; ASSIGNMENT OR LICENSE

3.1 Author affirms that, except as disclosed in Section 2.1, Author is the exclusive owner of all right, title and interest in and to the Work, including all copyrights and renewals thereof.

3.2 The Parties select the applicable grant by checking one box below. If both boxes are left unchecked, no grant is intended by this Certificate.

Assignment: Author hereby assigns to Recipient all right, title, and interest in and to the Work, including all copyrights and renewals, subject to the warranties and limitations set forth herein.

License: Author grants Recipient a license to use, reproduce, distribute, display, and create derivative works of the Work in the Territory: for the Term:

4. WARRANTIES, REPRESENTATIONS, AND REMEDIES

4.1 Author warrants and represents that: (a) Author has full power and authority to enter into and perform this Certificate; (b) Author is the lawful owner of the Work or is otherwise authorized to grant the rights set forth herein; and (c) the Work does not violate any applicable law or third-party right except as disclosed above.

4.2 In the event of a claim, suit, or proceeding alleging that the Work infringes any third-party right, Author shall, at Author's expense, defend Recipient against such claim and indemnify Recipient for damages, costs, and reasonable attorneys' fees finally awarded, provided that Recipient gives prompt written notice and reasonable cooperation to Author.

5. MORAL RIGHTS; WAIVER

5.1 To the extent permitted by law, Author hereby irrevocably waives and agrees not to assert any Moral Rights in the Work against Recipient, its licensees, assignees, or successors, including the right to restrain or claim damages for any modification, alteration, or use of the Work in connection with Recipient's exploitation of rights granted herein.

6. CONFIDENTIALITY

6.1 Any non-public information exchanged by the Parties in connection with the Work shall be held confidential and used only for the purposes contemplated by this Certificate, except to the extent disclosure is required by law or with the prior written consent of the disclosing Party.

7. NOTICES

7.1 All notices must be in writing and delivered to the addresses set forth in the opening paragraph or to such other address as a Party designates by written notice. Notices will be deemed given upon delivery by hand, three days after deposit in certified mail, or one day after dispatch by overnight courier.

8. GOVERNING LAW; VENUE

8.1 This Certificate shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of any disputes arising out of or relating to this Certificate.

9. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

9.1 This Certificate constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral.

9.2 If any provision of this Certificate is found to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall remain in full force and effect.

9.3 No amendment, modification, or waiver of any provision of this Certificate shall be effective unless made in writing and signed by both Parties.

10. COUNTERPARTS; ELECTRONIC SIGNATURES

10.1 This Certificate may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

11. REMEDIES

11.1 The Parties acknowledge that monetary damages may be inadequate to remedy a breach of certain provisions of this Certificate, including breaches affecting the integrity or attribution of the Work, and each Party shall be entitled to seek injunctive relief in addition to any other available remedies.

12. EXECUTION

The Parties have executed this Certificate as of the Effective Date first written above.

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