Project Management IP Transactions

PROJECT MANAGEMENT IP TRANSACTIONS

Project Identification

Project Title:

Project ID:    Client Name:

Service Provider Name:    Project Manager:

Effective Date:

Recitals and Definitions

This Agreement sets forth the parties' agreement regarding management of project deliverables and the ownership, assignment, licensing and protection of intellectual property created, incorporated or otherwise delivered in connection with the Project. Capitalized terms used but not defined in the body of this Agreement shall have the meanings set forth herein.

Definitions: "Background IP" means intellectual property owned or controlled by a party prior to the Effective Date; "Foreground IP" or "Project IP" means intellectual property first reduced to practice, authored, developed or otherwise conceived in whole or in part in connection with the performance of the Scope of Work.

Scope of Work

Deliverables and Acceptance

Deliverable 1 — Description:

Target Delivery Date:    Payment Milestone Amount:

Deliverable 2 — Description:

Target Delivery Date:    Payment Milestone Amount:

Timeline and Milestones

Project Start Date:    Project End Date:

Milestone 1 Date:

Budget, Payments and Change Orders

All change orders require written approval by:

Intellectual Property

Ownership of Background IP: Each party retains all right, title and interest in its Background IP. List Client Background IP:

List Provider Background IP:

Work Product Ownership and Assignment: Unless otherwise agreed in writing, Provider hereby assigns and agrees to assign to Client, without additional consideration, all right, title and interest in and to all Foreground IP created, developed or reduced to practice specifically for the Project (including copyrights, patent rights, trade secrets and other intellectual property rights). Provider further agrees that Foreground IP shall be considered "work made for hire" to the fullest extent permitted by applicable law; to the extent any such Foreground IP is not a work made for hire, Provider assigns all right, title and interest to Client.

Third-Party Materials: Provider shall identify third-party components, open source software or licensed materials incorporated into Deliverables and shall secure all necessary rights for Client's use. List known third-party components:

Moral Rights and Waiver: To the extent allowable by law, Provider irrevocably waives and agrees not to assert any moral rights in the Foreground IP assigned to Client and agrees to procure such waivers from its personnel where applicable.

Patent and Copyright Prosecution: Client shall have the exclusive right, at Client's expense, to file, prosecute and maintain patent and copyright registrations covering Foreground IP. Provider shall execute such documents and take such further actions as reasonably requested to assist Client in securing such protections.

IP Representations and Indemnity: Provider represents that to the best of its knowledge: (a) it has the right to grant the assignments and licenses set forth in this Agreement; and (b) the Deliverables, when used as permitted by this Agreement, will not infringe or misappropriate third-party intellectual property rights. Provider shall indemnify, defend and hold harmless Client from and against any third-party claim arising from an allegation that the Deliverables infringe a third party's IP rights, subject to Client's cooperation and Provider's right to control the defense and settlement of such claims.

Confidentiality

Each party shall treat as confidential all nonpublic information disclosed by the other party that is marked confidential or by its nature should reasonably be considered confidential. Confidential information shall not be disclosed or used except to perform obligations under this Agreement. Confidentiality obligations shall survive termination of this Agreement for years.

Representations; Warranties; Limitations

Mutual Representations: Each party represents that it has full power and authority to enter into this Agreement and perform its obligations. Provider warrants that Deliverables will substantially comply with the applicable Acceptance Criteria for a period of months following acceptance.

Limitation of Liability: Except for breaches of intellectual property assignments or confidentiality obligations and for willful misconduct, neither party shall be liable for consequential, incidental, special or punitive damages. Aggregate liability of either party shall be limited to the total fees paid under this Agreement in the preceding twelve (12) months.

Dispute Resolution and Governing Law

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

Dispute Resolution: Parties shall first attempt to resolve disputes through good faith negotiation between senior representatives. If unresolved, disputes shall be submitted to binding arbitration by a single arbitrator in a mutually agreed location, with the arbitrator applying the substantive law specified above.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor in interest. Notices: All notices must be in writing and delivered to the addresses below.

Acknowledgments

The undersigned representatives represent and warrant that they are authorized to bind their respective parties to the terms of this Agreement.

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