Legal IPSA Agreement

LEGAL IPSA AGREEMENT

This Intellectual Property Services Agreement ("Agreement") is entered into effective as of by and between Client Name: with principal address at and Service Provider Name: with principal address at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client requires certain services relating to the identification, development, protection, prosecution, management, licensing and enforcement of intellectual property assets, including patents, trademarks, copyrights and trade secrets (the "Services"); and

WHEREAS, Service Provider represents that it has the expertise, personnel and capacity to perform the Services described in this Agreement in accordance with professional standards applicable to intellectual property practice; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the Services and any intellectual property created, modified or exploited in the course of performing the Services.

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. SCOPE OF SERVICES

1.1 Services. Service Provider shall perform the Services described in Exhibit A attached hereto and incorporated by reference. Exhibit A sets forth specific deliverables, milestones and acceptance criteria. Any change to the scope shall be subject to a written change order signed by both Parties.

1.2 Performance Standard. Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards for intellectual property counsel and agents and in compliance with applicable laws and regulations.

2. COMPENSATION AND PAYMENT

2.1 Fees. Client shall pay Service Provider the fees set forth in Exhibit B. Fees may include hourly rates, flat fees for prosecution or filing actions, and reimbursement of out-of-pocket expenses.

2.2 Payment Terms. Invoices shall be issued monthly unless otherwise stated in Exhibit B and are payable within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Pre-Existing Materials. Each Party retains all right, title and interest in and to any intellectual property that it owned or controlled prior to the Effective Date. Neither Party conveys any ownership interest in such pre-existing materials by this Agreement.

3.2 Work Product. Subject to Section 3.1, all deliverables and materials specifically prepared for Client under this Agreement and identified in Exhibit A ("Work Product") shall be the sole and exclusive property of Client upon full payment of all fees due hereunder. To effectuate such assignment, Service Provider hereby assigns to Client all right, title and interest in and to the Work Product, including all patent, copyright, trademark and trade secret rights.

3.3 Reservation of Rights. Notwithstanding the foregoing, Service Provider may retain non-identifying templates, know-how and methodologies developed prior to or outside the scope of this Agreement, and nothing in this Agreement shall prevent Service Provider from using such general knowledge in providing services to others, provided that no Client Confidential Information or Work Product is used without Client's prior written consent.

4. CONFIDENTIALITY

4.1 Confidential Information. "Confidential Information" means non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations. Each Party shall (a) maintain Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) disclose Confidential Information only to employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1 Mutual Representations. Each Party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that the execution and performance hereof do not conflict with any agreement to which it is a party.

5.2 Provider Warranty. Service Provider warrants that the Services will be performed in a professional manner consistent with prevailing standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1 Indemnification by Provider. Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claim arising out of Service Provider's gross negligence, willful misconduct or material breach of this Agreement.

6.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. TERM; TERMINATION

7.1 Term. This Agreement shall commence on the Effective Date and shall continue until completion of the Services unless earlier terminated as provided herein. The initial term is .

7.2 Termination for Convenience. Either Party may terminate this Agreement without cause upon days' prior written notice to the other Party. Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination.

7.3 Termination for Material Breach. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice specifying the breach.

8. TRANSITION ASSISTANCE

8.1 Assistance. Upon termination or expiration of this Agreement for any reason, Service Provider shall, at Client's request and at mutually agreed rates, provide reasonable transition assistance to effect an orderly transfer of the Services to Client or to a successor provider.

9. RECORDS; AUDIT

Service Provider shall maintain accurate books and records relating to the Services and invoices. Upon reasonable prior notice, Client or its authorized representative may audit such records during normal business hours to verify compliance with this Agreement; audits shall be conducted no more than once per year unless a material discrepancy is discovered.

10. SUBCONTRACTING; ASSIGNMENT

Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for their acts and omissions and ensures subcontractors are bound by confidentiality obligations no less protective than those in this Agreement. Neither Party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

11. NOTICES

All notices required or permitted 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 received.

12. DISPUTE RESOLUTION

The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If unresolved within thirty (30) days, the dispute shall be submitted to final and binding arbitration conducted in accordance with the rules selected by mutual agreement of the Parties. Judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the substantive laws of the jurisdiction of , without regard to its choice of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for purposes of enforcing arbitration awards or seeking provisional remedies.

14. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY; WAIVER; COUNTERPARTS

14.1 Entire Agreement. This Agreement, together with all Exhibits and attachments, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or understandings, whether written or oral, with respect to the subject matter hereof.

14.2 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the Parties shall negotiate in good faith a replacement provision to effectuate the original intent.

14.4 Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

14.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile and electronic signatures shall be deemed binding for all purposes.

15. MISCELLANEOUS PROVISIONS

15.1 Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership or joint venture relationship between the Parties.

15.2 Publicity. Neither Party shall issue any press release or public announcement concerning the existence or terms of this Agreement without the prior written consent of the other Party, except as required by law.

EXHIBIT A — DESCRIPTION OF SERVICES

EXHIBIT B — FEES AND EXPENSES

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