Project Idea Submission Form

PROJECT IDEA SUBMISSION AND AGREEMENT

Submitter Information

Project Identification

Parties and Recitals

This Project Idea Submission and Agreement (the Agreement) is entered into between Submitter: and Recipient: .

WHEREAS, Submitter has conceptualized the project identified above and desires to submit the idea for evaluation, potential collaboration, development, or commercial consideration; and

WHEREAS, Recipient is willing to review and evaluate the submitted idea under the terms set forth in this Agreement and may engage with Submitter subject to mutually agreed commercial terms; and

WHEREAS, the parties intend to set forth the obligations, confidentiality protections, ownership presumptions, and preliminary financial terms governing the submission and evaluation of the Project Idea.

Agreement Terms

Scope of Work

Submitter hereby provides the Project Idea as described above. Recipient will undertake an initial evaluation of the idea and may, at its sole discretion, propose a statement of work, pilot, or further development agreement. The initial evaluation scope, deliverables, and acceptance criteria shall be documented in a separate statement of work if the parties proceed.

Payment Terms

If Recipient elects to compensate Submitter for the Project Idea, such compensation will be governed by the terms set forth below or by a subsequent written agreement executed by authorized representatives of both parties.

Term and Termination

This Agreement becomes effective on Start Date: and continues in effect until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party no fewer than days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice.

Confidentiality

All information disclosed by Submitter to Recipient that is clearly marked as confidential or that, by its nature, ought reasonably to be treated as confidential ("Confidential Information") shall be held in strict confidence by Recipient. Recipient will not use Confidential Information except to evaluate or perform under this Agreement and will not disclose Confidential Information to any third party without Submitter's prior written consent, except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall continue for a period of three (3) years from disclosure unless a longer period is required by applicable law.

Intellectual Property

Submitter retains ownership of pre-existing intellectual property and of the original Project Idea as submitted. By submitting the Project Idea, Submitter grants Recipient a non-exclusive, royalty-free, limited license to use the submission solely for the purpose of internal evaluation for a period of ninety (90) days from receipt. Any further use, development, commercialization, or exploitation of the Project Idea shall require a separate written agreement specifying ownership, assignment, license, and compensation terms. Nothing in this Agreement shall be deemed an assignment of Submitter's intellectual property rights absent a separate executed instrument.

Representations and Warranties

Submitter represents and warrants that (a) Submitter has the full right and authority to submit the Project Idea and to grant the limited license set forth herein, and (b) to Submitter's knowledge, the submission does not infringe any third-party intellectual property rights. Recipient represents that it will use commercially reasonable efforts to maintain confidentiality as required by this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of this Agreement.

Entire Agreement

This Agreement, together with any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Acknowledgment

By signing below, each party acknowledges that it has read this Agreement, understands its terms, and agrees to be bound by them. The individuals signing below represent and warrant that they are authorized to bind the respective party.

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