Technology Project Assignment

TECHNOLOGY PROJECT ASSIGNMENT

Parties

Recitals

WHEREAS, Assignor desires to engage Assignee to perform and deliver certain technology services and deliverables described herein (the Project), and Assignee represents that it has the experience, qualifications, and resources necessary to perform the Project; and

WHEREAS, the parties desire to set forth the terms under which Assignee will develop, assign, and deliver the work product and related rights to Assignor in consideration of the payments and conditions set forth in this Technology Project Assignment (the Agreement).

Effective Date: . Project Title:

Scope of Work

Payment Terms

Total Project Fee: . Currency is USD unless otherwise agreed in writing.

Invoicing and Payment Terms: Assignee shall invoice Assignor in accordance with the payment schedule above. Payments are due within days of receipt of a proper invoice. Late payments shall accrue interest at % per month (or the maximum allowed by law) on unpaid balances.

Term and Termination

Term Commencement Date: . Anticipated Completion Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for 15 days after written notice of such breach or for insolvency of the other party.

Confidentiality

Each party shall treat as confidential and shall not disclose to any third party any Confidential Information of the other party disclosed in connection with the Project. "Confidential Information" means non-public technical, business, financial and product information, prototypes, source code, trade secrets, and other information designated as confidential or that reasonably should be understood to be confidential. Confidential Information shall not include information that is (a) publicly known through no fault of the receiving party, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement, shall protect it with at least the same degree of care as its own confidential information, and shall only disclose it to employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Intellectual Property and Assignment

Subject to full payment for services and deliverables, Assignee hereby irrevocably assigns, transfers and conveys to Assignor all right, title and interest in and to all Work Product created, developed, or delivered under this Agreement, including all copyrights, patent rights, trade secrets and other intellectual property rights. "Work Product" means all deliverables, code, documentation, designs, inventions, and other materials created specifically for Assignor under this Agreement.

To the extent any moral rights or other non-assignable rights exist, Assignee hereby waives and agrees not to assert such rights and agrees to execute instruments reasonably requested to effectuate the assignment. Assignee represents that Work Product will be original and will not infringe third-party rights; Assignee shall defend and indemnify Assignor against claims arising from breach of this representation.

Warranties; Limitation of Liability

Assignee warrants that the services will be performed in a professional manner in accordance with prevailing industry standards for similar services. EXCEPT AS SET FORTH IN THIS PARAGRAPH, THE SERVICES ARE PROVIDED "AS IS" AND ASSIGNEE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM.

Notices

Governing Law; Entire Agreement

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

This Agreement, including all exhibits and written attachments, constitutes the entire agreement between the parties with respect to the Project and supersedes all prior proposals, negotiations, and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights under this Agreement without the prior written consent of the other, except that Assignor may assign to an affiliate or purchaser of substantially all of its assets without consent.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

Sign Now