Legal Intellectual Property Supplement Agreement

Legal Intellectual Property Supplement Agreement

This Legal Intellectual Property Supplement Agreement ("Supplement") is made and entered into as of Effective Date: by and between Client Name: , a with principal place of business at (the "Assignor"), and Provider Name: , a with principal place of business at (the "Assignee").

RECITALS

WHEREAS, the parties are parties to a certain Master Agreement effective on (the "Master Agreement"), which governs certain services and deliverables; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to intellectual property conceived, developed, modified or delivered in connection with the Master Agreement, including Background Intellectual Property, Supplemented Materials and Foreground Intellectual Property; and

WHEREAS, the parties intend that the provisions of this Supplement will supplement and, where inconsistent, will govern over the Master Agreement with respect to the subject matter hereof.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Supplement, the following terms shall have the meanings set forth below. "Background Intellectual Property" means all intellectual property, inventions, designs, know-how, techniques, software, data and materials (whether or not patentable or copyrightable) that are owned or controlled by a party prior to the Effective Date or developed independently of the services under the Master Agreement. Describe Background Intellectual Property (if any):

"Supplemented Materials" means the specific materials, deliverables, source code, designs, documentation and works of authorship created, delivered or specifically modified under the Master Agreement as further described below.

"Foreground Intellectual Property" means all intellectual property conceived, reduced to practice, authored or otherwise created by or for Assignor or Assignee, whether alone or jointly, in the course of or as a direct result of performance under the Master Agreement and this Supplement.

2. SCOPE; SUPPLEMENTAL EFFECT

This Supplement applies to all Supplemented Materials and Foreground Intellectual Property and supplements the Master Agreement. To the extent of any inconsistency between this Supplement and the Master Agreement on issues of ownership, assignment, license or use of intellectual property, the terms of this Supplement shall govern.

3. ASSIGNMENT OF FOREGROUND INTELLECTUAL PROPERTY

Assignor hereby irrevocably assigns, transfers and conveys to Assignee, without further consideration, all right, title and interest in and to the Foreground Intellectual Property, including all copyrights, patent rights, trade secret rights and other intellectual property rights throughout the world. Assignor agrees to execute and deliver, at Assignee's request and expense, all documents and instruments reasonably necessary to effect, record or perfect such assignment.

To the extent any Foreground Intellectual Property is deemed to be a work made for hire under applicable law, the parties agree it shall be treated as such in favor of Assignee. If any part of the Foreground Intellectual Property is not a work made for hire, Assignor hereby assigns all such rights to Assignee.

4. LICENSE TO BACKGROUND INTELLECTUAL PROPERTY

Each party hereby grants to the other a non-exclusive, royalty-free, worldwide, fully paid-up license to use its Background Intellectual Property solely to the extent necessary to exercise the rights granted in this Supplement and to use the Supplemented Materials and Foreground Intellectual Property for the purposes contemplated by the Master Agreement. Such license is limited to the term of the Master Agreement unless otherwise expressly set forth herein.

5. THIRD-PARTY MATERIALS

Assignor represents that, to its knowledge after due inquiry, the Supplemented Materials do not incorporate any third-party materials that would require Assignee to obtain a separate license, except as disclosed below. List known third-party materials and licenses:

6. CONSIDERATION

In consideration for the assignments and licenses granted herein, Assignee shall pay Assignor the sum of and such other consideration as set forth in the Master Agreement, or otherwise as follows:

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Supplement and to grant the rights granted herein, that it owns or validly controls the rights granted, and that the exercise of such rights by the other party will not infringe or misappropriate the rights of any third party, except as disclosed in Section 5. Assignor further warrants that it has the right to assign, and that there are no outstanding liens, encumbrances or agreements that would interfere with Assignor's ability to perform its obligations hereunder.

8. INDEMNIFICATION

Assignor will indemnify, defend and hold harmless Assignee and its officers, directors and employees from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Assignor's representations in Section 7, or from any claim that the Supplemented Materials or Foreground Intellectual Property infringe or misappropriate the intellectual property or other rights of any third party, except to the extent such claim arises from Assignee's misuse or modification of the materials.

9. CONFIDENTIALITY

All non-public information exchanged between the parties in connection with the Master Agreement and this Supplement will be treated as Confidential Information in accordance with the confidentiality provisions of the Master Agreement. To the extent there is no such provision in the Master Agreement, each party agrees to hold in confidence and not disclose such information except as required by law or agreed in writing.

10. RECORDS; ASSISTANCE

Assignor agrees to maintain adequate records of development and authorship sufficient to establish the creation and ownership of Foreground Intellectual Property and will, at Assignee's expense, provide reasonable assistance, execute documents and cooperate in any patent, copyright or other proceedings to obtain, maintain or enforce intellectual property rights assigned under this Supplement.

11. TERM AND TERMINATION

This Supplement shall commence on the Effective Date and shall continue for the duration necessary to effect the assignment and exercise of rights contemplated herein, unless earlier terminated in accordance with the termination provisions of the Master Agreement. Notwithstanding termination, the assignments and licenses granted hereunder shall survive termination to the extent necessary to give effect to ownership and use rights granted to Assignee.

12. NOTICES

All notices, consents, approvals and other communications required or permitted under this Supplement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a party may specify by notice in accordance with this Section).

13. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Supplement without the prior written consent of the other party, except that Assignee may assign this Supplement in connection with a merger, acquisition or sale of all or substantially all of its assets without such consent to the extent permitted under the Master Agreement.

14. GOVERNING LAW

This Supplement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Supplement, together with the Master Agreement and any exhibits or schedules expressly incorporated herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Supplement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and such invalid or unenforceable provision shall be replaced by a valid provision that most closely effects the parties' intent.

16. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Supplement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement. This Supplement 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.

17. MISCELLANEOUS

The parties acknowledge that monetary damages may be inadequate to remedy certain breaches of this Supplement and that each party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity. Costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in enforcing this Supplement shall be recoverable to the extent permitted by law.

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