Legal Proprietary Rights Agreement

LEGAL PROPRIETARY RIGHTS AGREEMENT

This Legal Proprietary Rights Agreement (Effective Date: ) is entered into between Client Name: (the "Owner") and Recipient Name: (the "Recipient"). The Owner and Recipient are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Owner is the lawful creator, developer, or current holder of certain proprietary materials, processes, inventions and related rights, including but not limited to trade secrets, inventions, designs, software, documentation and technical information described as:

WHEREAS, the Parties desire to set forth the terms under which proprietary rights, including patent rights, copyrights, trade secret rights and related goodwill, shall be conveyed, licensed, protected and governed between them.

WHEREAS, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the sufficiency of which is acknowledged by the Parties, the Parties agree as follows.

NOW, THEREFORE

In consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Proprietary Rights" means all rights in and to the Proprietary Materials, including but not limited to patents, patent applications, continuations, continuations-in-part, divisional applications, copyrights, moral rights, trade secret rights, mask work rights, database rights, design rights, know-how, and all registrations, renewals and reissues thereof.

1.2 "Proprietary Materials" means the tangible and intangible materials, documentation, data, code, designs, processes and information described in the Proprietary Materials description field and any derivative works.

2. ASSIGNMENT AND TRANSFER OF RIGHTS

2.1 Owner hereby irrevocably assigns, transfers and conveys to Recipient all right, title and interest in and to the Proprietary Rights throughout the world, including the right to sue for past, present and future infringement, subject to the terms and conditions of this Agreement.

2.2 The assignment described in Section 2.1 includes all rights to file, prosecute, maintain and enforce patent and copyright applications and registrations, and to exploit, license or otherwise commercialize the Proprietary Materials and Proprietary Rights.

3. CONSIDERATION

As consideration for the assignment and covenants herein, Recipient shall pay Owner the amount of: (USD) in accordance with the payment schedule set forth below or as agreed in writing between the Parties.

4. REPRESENTATIONS AND WARRANTIES

4.1 Owner represents and warrants that (a) it is the sole legal and beneficial owner of the Proprietary Rights being assigned, (b) it has full power and authority to enter into this Agreement and to effectuate the assignment, (c) to Owner's knowledge the Proprietary Materials do not infringe any third-party proprietary right, and (d) no lien, encumbrance or restriction prevents the transfer contemplated by this Agreement.

4.2 Recipient represents and warrants that it has the corporate or legal capacity to accept the assignment and to perform its obligations hereunder.

5. CONFIDENTIALITY

5.1 Each Party shall hold in confidence and not disclose to any third party any Confidential Information of the other Party, and shall not use such Confidential Information except as necessary to perform its obligations under this Agreement. For purposes of this Agreement, Confidential Information includes non-public technical, business and financial information related to the Proprietary Materials.

5.2 The foregoing obligations do not apply to information that is or becomes publicly available through no breach of this Agreement or that is rightfully received from a third party without restriction.

6. INDEMNIFICATION

6.1 Owner shall indemnify, defend and hold harmless Recipient from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Owner's representations and warranties in Section 4.

6.2 Recipient shall indemnify, defend and hold harmless Owner from and against any losses arising from Recipient's use, exploitation or commercialization of the Proprietary Rights in violation of applicable law or this Agreement.

7. FURTHER ASSURANCES

Each Party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the intent and purposes of this Agreement, including execution of assignment documents or filings with patent or copyright offices.

8. NOTICES

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

9. AMENDMENTS AND WAIVER

9.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

9.2 Failure or delay by either Party to exercise any right shall not operate as a waiver of that right.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT; SEVERABILITY

11.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations.

11.2 If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

12. COUNTERPARTS; EXECUTION

12.1 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 transmitted by facsimile or electronic image shall be binding.

13. MISCELLANEOUS

13.1 The Parties agree to keep accurate records relating to the Proprietary Materials and to provide reasonable access to such records upon request for purposes of audit and enforcement of the Parties' rights and obligations.

13.2 Except as expressly provided herein, no third party shall have any right to enforce this Agreement.

CERTIFICATIONS

Each Party certifies that the individual signing on its behalf is duly authorized to execute this Agreement and to bind the Party to its terms, and that the information provided in this Agreement is true, complete and accurate to the best of that Party's knowledge.

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