Proprietary Rights Agreement Template

PROPRIETARY RIGHTS AGREEMENT

This Proprietary Rights Agreement (the "Agreement") is made and entered into as of by and between Client Name: , whose principal address is and Counterparty Name: , whose principal address is .

RECITALS

WHEREAS, Party A has developed or possesses certain proprietary materials, inventions, works of authorship and related information that are valuable and confidential ("Proprietary Materials"), including but not limited to:

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to ownership, assignment, license and protection of such Proprietary Materials and any derivatives, improvements or Deliverables arising therefrom;

WHEREAS, the Parties intend that this Agreement will allocate all right, title and interest in and to the Proprietary Materials in accordance with the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, 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 Materials" means all tangible and intangible materials disclosed by a Disclosing Party to the Receiving Party under this Agreement, including but not limited to inventions, designs, source code, object code, documentation, processes, drawings, business plans, and trade secrets.

1.2 "Deliverables" means the specific works, prototypes, or other outputs to be created, transferred or provided pursuant to this Agreement:

2. ASSIGNMENT OR LICENSE OF RIGHTS

2.1 Selection of Transfer: The Parties agree that the Proprietary Materials and Deliverables will be transferred as follows (select applicable option(s)):
Complete assignment of all right, title and interest (including all copyrights, patent rights, moral rights, and trade secret rights) from Party A to Party B
Exclusive license to use, reproduce, distribute and exploit the Proprietary Materials
Non-exclusive license under the terms set out in this Agreement

2.2 If assignment is selected, Party A hereby irrevocably assigns, transfers and conveys to Party B all right, title and interest in and to the Proprietary Materials and Deliverables, including but not limited to all worldwide copyrights, moral rights to the extent waivable, patent rights, and trade secret rights, together with the right to sue for past infringement and to obtain injunctive and other equitable relief.

2.3 If a license is selected, the Parties shall be bound by the following license terms: Scope: Territory and Term:

3. CONSIDERATION

3.1 As consideration for the assignment or license described above, Party B shall pay to Party A the sum of and/or provide the following other consideration: Payment terms:

4. REPRESENTATIONS AND WARRANTIES

4.1 Each Party represents and warrants that: (a) it has full power and authority to enter into this Agreement and to grant the rights herein; (b) the execution and performance of this Agreement will not breach any agreement or obligation to any third party; and (c) to the best of its knowledge the Proprietary Materials furnished do not infringe the intellectual property rights of any third party.

4.2 Party A warrants that it is the sole owner, or has the right to assign or license, the Proprietary Materials identified in this Agreement. Party A further warrants that no third party consent is required for the transfer contemplated herein except as disclosed to Party B:

5. CONFIDENTIALITY

5.1 Each Party will hold in confidence and not disclose to any third party, and will not use except for purposes of performing its obligations under this Agreement, any Confidential Information of the other Party. "Confidential Information" includes non-public business, technical and financial information and any Proprietary Materials.

5.2 The foregoing obligations shall not apply to information which: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known by the Receiving Party prior to disclosure; (c) was independently developed by the Receiving Party without reference to Confidential Information; or (d) is required to be disclosed by law or court order (provided prompt notice is given to the Disclosing Party).

6. INDEMNIFICATION

6.1 Each Party ("Indemnitor") shall indemnify, defend and hold harmless the other Party ("Indemnitee") from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Indemnitor's breach of any representation, warranty or covenant contained in this Agreement or any claim that the Proprietary Materials infringe the intellectual property rights of a third party to the extent resulting from Indemnitor's acts or omissions.

7. TERM; TERMINATION; SURVIVAL

7.1 This Agreement shall commence on the Effective Date and shall continue until terminated as provided herein. Either Party may terminate this Agreement upon material breach by the other Party that remains uncured for thirty (30) days following written notice.

7.2 Notwithstanding termination, the provisions regarding ownership, confidentiality, indemnification, warranty disclaimers, and any provisions that by their nature survive termination shall survive.

8. RETURN OR DESTRUCTION

Upon termination or upon written request, the Receiving Party shall promptly return to the Disclosing Party or destroy all tangible copies of Proprietary Materials and confirm in writing that such materials have been returned or destroyed, except to the extent a lawful retention is required for archival, compliance or backup purposes.

9. NOTICES

All notices under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or overnight courier to the addresses set forth above or to such other address as either Party may designate by written notice.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both Parties. No waiver of any breach shall be effective unless in writing.

10.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. A facsimile or electronic signature shall be binding.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

11.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

11.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remainder of this Agreement shall be enforceable to the fullest extent permitted by law and the invalid provision shall be reformed to the extent necessary to render it enforceable while preserving the Parties' intent.

12. MISCELLANEOUS

12.1 Remedies. The Parties acknowledge that monetary damages may be inadequate to protect the rights granted under this Agreement and that a party may seek injunctive relief, specific performance and other equitable remedies in addition to any other remedies available at law or in equity.

12.2 Assignment. Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all its assets.

12.3 Relationship of the Parties. The Parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, agency or employment relationship between them.

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