Legal Part Rights Agreement

Legal Part Rights Agreement

This Legal Part Rights Agreement ("Agreement") is made and entered into as of Effective Date: by and between Assignor Name: whose principal place of business is , and Assignee Name: whose principal place of business is .

RECITALS

WHEREAS, Assignor has developed, designed, or otherwise controls certain replaceable component designs, specifications, tooling information and related documentation and tangible parts described below (collectively, "Parts"); and

WHEREAS, Assignee desires to obtain rights to use, reproduce, and distribute the Parts in connection with Assignee's business, subject to the terms and conditions set forth herein; and

WHEREAS, Assignor is willing to grant such rights under the terms of this Agreement.

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

1. DEFINITIONS

1.1 "Parts" means the physical components, drawings, specifications, molds, tooling, software, and any related manufacturing or design materials described in Part Description: .

1.2 "Foreground IP" means all intellectual property created, conceived or reduced to practice by either party in connection with the manufacture, modification or improvement of the Parts during the Term of this Agreement.

2. GRANT OF RIGHTS

2.1 Subject to the terms and conditions of this Agreement, Assignor hereby grants to Assignee the following rights with respect to the Parts:

- Use: non-exclusive right to use, assemble and incorporate the Parts into Assignee's products: Non-exclusive Exclusive

- Manufacture and Distribution: Assignee may manufacture, reproduce, sell and distribute the Parts within Territory: , subject to any limitations herein.

3. CONSIDERATION AND PAYMENT

3.1 As consideration for the rights granted hereunder, Assignee shall pay Assignor the following: Upfront Fee: ; and Royalties: of Net Sales.

3.2 Payments shall be made within Payment Terms (days): days of invoice. Assignee shall maintain accurate books and records relating to sales of the Parts and shall permit Assignor to audit such records upon reasonable prior notice.

4. DELIVERY, ACCEPTANCE AND QUALITY

4.1 Assignor shall deliver any designs, drawings, and sample Parts to Assignee within Delivery Period (days): days of Effective Date.

4.2 Acceptance shall be on the basis of conformance to the mutually agreed specifications. Nonconforming Parts shall be subject to replacement or remediation at Assignor's expense where nonconformity is established.

5. INTELLECTUAL PROPERTY; OWNERSHIP

5.1 Assignor retains all right, title and interest in and to Background IP and any rights not expressly granted in this Agreement. Assignee acknowledges that no transfer of ownership of Assignor's Background IP is intended by this Agreement unless expressly set forth in writing.

5.2 Foreground IP arising from joint development shall be owned as follows (specify split or enter 'to be negotiated'):

6. CONFIDENTIALITY

6.1 Each party shall treat as confidential all information marked or reasonably understood to be confidential ("Confidential Information"). Confidential Information includes design files, specifications, pricing and customer lists related to the Parts.

6.2 The receiving party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose it to third parties except to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Assignor represents that, to the best of its knowledge, the Parts do not infringe any third-party intellectual property rights.

7.2 EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THIS SECTION, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Assignor shall indemnify, defend and hold harmless Assignee from and against any third-party claims alleging that the Parts, as delivered by Assignor, infringe a third party's intellectual property rights, provided Assignee gives prompt written notice and allows Assignor to control the defense and settlement; provided that Assignee may participate at its own expense.

8.2 Assignee shall indemnify, defend and hold harmless Assignor from and against claims arising out of Assignee's manufacture, modification or distribution of the Parts, including claims based on negligence, breach of contract, or misuse.

9. LIMITATION OF LIABILITY

9.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Except for liability arising from willful misconduct, gross negligence, or indemnity obligations under Section 8, a party's aggregate liability for claims arising out of this Agreement shall not exceed the total payments actually received by Assignor under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

10. TERM AND TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and continue for Term (years): years, unless earlier terminated as provided herein.

10.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure within Cure Period (days): days following receipt of notice.

10.3 Effect of Termination. Upon termination, all rights granted to Assignee shall cease, except that accrued payment obligations and Sections relating to confidentiality, indemnification and limitations of liability shall survive.

11. NOTICES

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

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. Failure by either party to enforce any provision shall not constitute a waiver of that provision or of the party's right to enforce it later.

12.2 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.

13. GOVERNING LAW; DISPUTE RESOLUTION

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

13.2 Dispute Resolution. The parties agree to attempt in good faith to resolve disputes by negotiation. If unresolved, the parties may pursue judicial remedies in the courts of the chosen governing state.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral.

14.2 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remainder of the Agreement shall remain in full force and effect.

15. MISCELLANEOUS

15.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

15.2 Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the parties.

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