Legal Rights Chart

LEGAL RIGHTS CHART

This Legal Rights Chart (the "Chart") is made and entered into as of , by and between Party A: with principal place of business at , and Party B: with principal place of business at .

RECITALS

WHEREAS, Party A and Party B have collaborated in the creation, development, licensing, or exploitation of certain intellectual property, confidential information, and other legal rights described in this Chart (the "Subject Rights");

WHEREAS, the parties desire to memorialize the specific allocation, scope, limitations, and enforcement responsibilities associated with each category of Subject Rights to avoid future dispute and to enable third-party clearance and recordation; and

WHEREAS, the parties intend the Chart to be a binding agreement setting forth ownership, licenses, exclusivity, term, and limitations on the Subject Rights identified below.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and for 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 Chart the following terms shall have the meanings set forth below: "Rights" means all intellectual property rights and other legal rights listed in the Rights Chart; "Territory" means the geographic area set forth in the allocation row for each Right; "Exclusive" means the party holding the Right has the sole authority to exploit or enforce that Right in the Territory and Field of Use defined; "Field of Use" means the particular commercial or non-commercial use set forth in the Chart.

2. RIGHTS CHART

The table below records, for each identified category of Right, the current owner, the scope of the Right, whether it is exclusive, the term of the Right and any specific limitations or reservations. Each row constitutes a contractual allocation for the Right described.

3. ALLOCATION, LICENSES AND ASSIGNMENTS

3.1 Allocation. Each party hereby confirms that the allocations set forth in the Rights Chart accurately reflect the parties' respective ownership and license positions as of the Effective Date. Where a row indicates "Exclusive" the party designated as Owner shall have sole authority to exploit and to enforce the Right within the specified Scope, subject to the reserved rights and limitations expressed in the same row.

3.2 Grants. To the extent a row indicates a grant of license rather than full ownership, the grant shall be interpreted as an explicit license specifying (i) grantor, (ii) grantee, (iii) Scope/Field of Use, (iv) Territory, (v) exclusivity, and (vi) term. If the parties intend a transfer of ownership, the parties shall execute contemporaneous assignment instruments sufficient to effect legal title transfer in the applicable jurisdictions.

3.3 Recordation. The party designated as having the obligation to record or file the Right in public registries shall complete such filings at its own expense unless otherwise stated in the applicable row. The other party shall cooperate reasonably in the execution of documents required for recordation or evidence of assignment or license.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Chart and to make the allocations set forth herein; (b) to the best of its knowledge, the rights it claims as Owner are not subject to undisclosed liens, encumbrances, or third-party rights that would materially impair the allocations in the Rights Chart; and (c) it will execute such further instruments and take such further actions as reasonably required to effectuate the allocations recorded in this Chart.

5. INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any third-party claim that the Indemnitor did not have the right to grant or allocate the Right as set forth in the Rights Chart, provided that the Indemnitee gives prompt written notice of the claim and permits the Indemnitor to control the defense and settlement of the claim, provided that no settlement admitting liability or imposing an obligation on the Indemnitee may be entered into without the Indemnitee's prior written consent.

6. CONFIDENTIALITY

To the extent any Rights Chart row identifies materials or information as Confidential or as trade secrets, the receiving party shall treat such information as Confidential under the standard of care no less protective than that which it uses to protect its own confidential information but in no event less than reasonable care. Confidential information shall not be disclosed except as required by law or as necessary to effect the transactions contemplated by this Chart, provided that prior notice is given and protective measures are taken.

7. TERM, TERMINATION AND SURVIVAL

This Chart shall commence on the Effective Date and shall continue in effect for the terms specified in the Rights Chart rows. Termination of this Chart shall not affect rights that, by their nature or by express provision, survive termination. Provisions concerning confidentiality, indemnification, representations and warranties, recordation, and enforcement shall survive termination for the period necessary to effectuate their purposes.

8. REMEDIES

The parties agree that a breach of the allocations set forth in the Rights Chart, including unauthorized exploitation or transfer of an allocated Right, may result in irreparable harm for which monetary damages would be inadequate; accordingly, the non-breaching party shall be entitled to equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

9. NOTICES

All notices required or permitted under this Chart shall be in writing and shall be deemed given when delivered personally, when sent by certified mail (return receipt requested), or when sent by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by notice.

10. AMENDMENTS; WAIVER; COUNTERPARTS

This Chart may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought. This Chart may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Chart shall be governed by and construed in accordance with the substantive laws of the jurisdiction designated by the parties: , without regard to its conflicts of law principles. This Chart constitutes the entire agreement between the parties with respect to the rights allocated herein and supersedes all prior understandings and agreements, whether written or oral, relating to the Subject Rights. If any provision of this Chart is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. MISCELLANEOUS PROVISIONS

12.1 Cooperation. The parties will execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the allocations and grants recorded in this Chart.

12.2 Survival of Rights and Obligations. The parties agree that obligations intended by their nature to survive termination or expiration of this Chart shall so survive.

12.3 Interpretation. Headings are for convenience only and shall not affect interpretation. Where a conflict exists between the Rights Chart table entries and the body text, the table entry shall control with respect to the particular Right identified.

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