Public IP Agreement

PUBLIC IP AGREEMENT

This Public IP Agreement ("Agreement") is entered into effective as of by and between:

Party A: , Address:

Party B: , Address:

RECITALS

WHEREAS, Party A has developed or owns certain intellectual property, including but not limited to software, designs, documentation, data, and related materials, described more fully below (the "Intellectual Property"); and

WHEREAS, the parties desire to set forth the terms under which the Intellectual Property will be released or licensed to the public, and to define the rights, obligations and limitations applicable to such public release.

WHEREAS, Party B will receive rights and may perform services under this Agreement in consideration of the payments and covenants set forth below.

DEFINITIONS

"Intellectual Property" means all materials, inventions, source code, object code, documentation, drawings, data, processes and other works of authorship identified in the Scope of Work and any derivatives, improvements or modifications thereto.

SCOPE OF WORK

LICENSE GRANT / PUBLIC RELEASE

Subject to the terms and conditions of this Agreement, Party A grants the public the following rights with respect to the Intellectual Property (select one):

Assign Intellectual Property to the public domain, relinquishing ownership rights to the fullest extent permitted by law.

Grant a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, distribute and publicly perform or display the Intellectual Property, subject to the terms below.

Any public release shall be accompanied by a clear statement of license terms and attribution requirements as agreed by the parties in the field below.

PAYMENT TERMS

In consideration for the rights granted and services performed, Party B shall pay Party A the amounts described below.

All payments are exclusive of taxes; applicable taxes will be the responsibility of the paying party unless a valid exemption applies. Overdue amounts accrue the specified late payment fee from the due date until paid.

TERM AND TERMINATION

This Agreement commences on and continues until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days following written notice. Either party may also terminate for any reason upon days' prior written notice.

Termination does not relieve either party of obligations accrued prior to termination, including payment obligations, and does not affect the parties' rights with respect to any breaches occurring prior to termination.

CONFIDENTIALITY

Except for material that is released to the public under the license or assignment selected above, each party shall keep confidential all non-public business, technical and financial information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is received from a third party without restriction and without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

The receiving party shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Obligations of confidentiality survive for years following termination or expiration of this Agreement.

REPRESENTATIONS; INDEMNITY

Party A represents and warrants that it has the full power and authority to grant the rights set forth herein, and that, to its knowledge, the Intellectual Property does not infringe third-party intellectual property rights except as disclosed in writing. Each party agrees to indemnify and hold harmless the other party from claims arising out of its breach of the foregoing representations, subject to the limits and procedures agreed in writing.

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 courts located in that State for resolution of disputes arising under this Agreement.

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, proposals or communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets.

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