Legal JDA Agreement

LEGAL JDA AGREEMENT

This Joint Development Agreement (the "Agreement") is entered into as of the day of , (the "Effective Date"), by and between Party A: , a organized under the laws of with its principal place of business at ; and Party B: , a organized under the laws of with its principal place of business at .

RECITALS

WHEREAS, Party A and Party B desire to collaborate to research, design, develop and test the project described as (the "Project");

WHEREAS, each Party possesses certain pre-existing intellectual property, technical information and capabilities relevant to the Project, and desires to contribute specified Background Technology and resources to the collaboration;

WHEREAS, the Parties intend by this Agreement to define their respective responsibilities, contributions, allocation of rights in results and joint intellectual property, confidentiality obligations and the terms under which the Project shall proceed.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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

1.1 "Background Technology" means all technology, inventions, software, data, know-how and other intellectual property owned or controlled by a Party prior to the Effective Date or developed outside the scope of this Agreement. Party A Background Technology: Party B Background Technology:

1.2 "Joint Technology" or "Joint IP" means inventions, designs, improvements, know-how, data and other results that are conceived, developed or reduced to practice jointly by or on behalf of the Parties in the performance of the Project. Describe the anticipated scope of Joint IP:

2. SCOPE OF DEVELOPMENT

2.1 Each Party shall perform the tasks, milestones and deliverables described in the Project Plan attached hereto and incorporated herein. Parties may record the Project Plan details here:

2.2 Deliverables and Acceptance. Deliverables will be delivered in accordance with the milestone schedule below. Acceptance criteria for each Deliverable shall be:

2.3 Milestone schedule summary:

3. CONTRIBUTIONS & COSTS

3.1 Contributions. Each Party shall provide the persons, equipment, facilities and Background Technology set forth in the Project Plan. Party A contributions: Party B contributions:

3.2 Cost Sharing and Payment Terms. The Parties agree to share direct project costs as follows: . Payment terms and invoicing procedure:

4. INTELLECTUAL PROPERTY

4.1 Background IP Ownership. Each Party retains all right, title and interest in and to its Background Technology. No transfer of ownership of Background Technology is made except as expressly set forth in this Agreement.

4.2 Joint IP Ownership and Licensing. Unless otherwise agreed in writing, Joint IP shall be owned jointly in proportion to Parties' respective inventive contributions. The Parties may specify the ownership allocation here: Each Party shall have a non-exclusive, royalty-free license to exploit Joint IP for internal research and business purposes unless the Parties execute a separate commercial license.

4.3 Patent Prosecution and Maintenance. Responsibility for filing, prosecuting and maintaining patent applications covering Joint IP shall be allocated as follows:

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public technical or business information designated as confidential or that reasonably should be understood to be confidential.

5.2 Obligations. Each Party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely for the purpose of performing its obligations under this Agreement, and (c) not disclose Confidential Information except to employees, contractors or consultants with a need to know and who are bound by confidentiality obligations no less protective than those herein.

5.3 Exceptions and Term. Confidentiality obligations do not apply to information that is publicly available without breach, developed independently, or rightfully obtained from a third party. Confidentiality obligations shall survive termination of this Agreement for months.

6. REPRESENTATIONS, WARRANTIES & COVENANTS

6.1 Each Party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction; (b) it has full power and authority to enter into and perform this Agreement; and (c) performance of this Agreement will not violate any agreement to which it is a party.

6.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO PARTY MAKES ANY OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION

7.1 Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any third-party claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's breach of this Agreement, negligence, willful misconduct or infringement of third-party intellectual property rights in connection with the Indemnitor's contributions.

8. LIMITATION OF LIABILITY

8.1 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED .

9. TERM AND TERMINATION

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

9.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured after days' written notice specifying the breach.

10. EFFECTS OF TERMINATION

10.1 Upon expiration or termination, each Party shall promptly return or destroy the other Party's Confidential Information and cease use of any licensed Background Technology as required. Provisions that by their nature survive termination shall remain in effect, including Sections: Intellectual Property, Confidentiality, Indemnification, Limitation of Liability and Governing Law.

11. NOTICES

11.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, courier, or personal delivery, and shall be effective upon receipt.

12. MISCELLANEOUS

12.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor in interest by merger or sale of substantially all assets related to this Agreement.

12.2 Amendments; Waiver. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver shall be effective unless in writing and signed by the waiving Party.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable.

12.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by facsimile or electronic image shall be effective as originals.

12.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice of law principles.

13. ENTIRE AGREEMENT

This Agreement, together with all attachments and exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

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