Legal Contract PTI

LEGAL CONTRACT PTI

This Legal Contract PTI (the "Agreement") is made as of Day: Month: Year: between Client Name: Address: (hereinafter "Provider") and Client Name: Address: (hereinafter "Recipient").

RECITALS

WHEREAS, Provider has developed or acquired certain proprietary technology, designs, documentation, source code, inventions, improvements, know-how and related materials described as: (collectively, "PTI");

WHEREAS, Recipient desires to acquire, and Provider desires to transfer, assign and convey the PTI and all associated intellectual property rights, subject to the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to set forth their respective rights, obligations, consideration and remedies with respect to the PTI.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Effective Date" means the date specified above. 1.2 "Confidential Information" means all non-public information disclosed by a party in connection with this Agreement, including technical data, business information, and the PTI. 1.3 "Assigned Rights" means all rights, title and interest in and to the PTI, including but not limited to patents, patent applications, copyrights, moral rights to the extent assignable, trade secrets and all related documentation and materials.

2. TRANSFER AND ASSIGNMENT

2.1 Assignment. Subject to the terms and conditions of this Agreement, Provider hereby irrevocably assigns, conveys and transfers to Recipient all Assigned Rights throughout the world, free and clear of any liens, encumbrances or third-party claims, on the Effective Date or upon delivery as set forth below.

2.2 Deliverables. Provider shall deliver to Recipient, contemporaneously with the Effective Date or on the Delivery Date: (a) all tangible and electronic embodiments of the PTI; (b) a completed and itemized list of materials and documentation described in Exhibit A:

Delivery Date:

3. CONSIDERATION

3.1 Purchase Price. In consideration for the assignment and transfer of the Assigned Rights, Recipient shall pay Provider the sum of $ (the "Purchase Price"), payable according to the schedule below.

4. ACCEPTANCE; TESTING

Recipient shall have days following delivery to inspect and test the PTI for conformity with the descriptions set forth in Exhibit A. If Recipient provides written notice of rejection specifying nonconformities within the inspection period, Provider shall correct such nonconformities at Provider's expense within a commercially reasonable time.

5. REPRESENTATIONS AND WARRANTIES

5.1 Provider represents and warrants that: (a) Provider is the sole owner of the Assigned Rights and has full right and authority to assign them; (b) to Provider's knowledge, the Assigned Rights do not infringe any third party's intellectual property rights; and (c) the Assigned Rights are free of liens, encumbrances and undisclosed licenses.

5.2 Recipient represents and warrants that it has full corporate or other authority to enter into and perform its obligations under this Agreement.

6. CONFIDENTIALITY

6.1 Each party shall maintain Confidential Information in strict confidence and shall not disclose it to any third party except to employees, contractors or advisors who have a need to know and who are bound to confidentiality obligations no less restrictive than those herein. 6.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly known other than by breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the other's Confidential Information.

7. INDEMNIFICATION

7.1 Provider shall indemnify, defend and hold harmless Recipient from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of any third-party claim that the Assigned Rights infringes such third party's intellectual property rights, provided Recipient gives prompt written notice and cooperates in the defense.

8. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT.

9. TERM AND TERMINATION

9.1 Term. This Agreement shall commence on the Effective Date and remain in effect until the parties have fully performed their obligations, unless earlier terminated as provided herein. 9.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches and fails to cure within 30 days after receipt of notice.

10. FURTHER ASSURANCES

Each party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the assignment of Assigned Rights and the intent of this Agreement, including execution of recordable assignments or affidavits.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by certified mail, overnight courier, or nationally recognized courier service, or by personal delivery to the addresses below.

12. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any subsequent breach.

13. 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.

14. ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

15. SEVERABILITY

If any provision of this Agreement is held to be 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 to effect the original intent of the parties.

16. 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. Signatures delivered by electronic means or facsimile shall be binding.

Sign Now