Free Intellectual Property Advertising Agreement

This Intellectual Property Agreement (“Agreement”) is entered into on [Date], by and between [Your Company Name], a corporation organized and existing under the laws of [California] with its principal place of business located at [Your Company Address] (“Company”), and [Your Partner Company Name], a corporation organized and existing under the laws of [California] with its principal place of business located at [Your Partner Company Address] (“Recipient”).

1. Definition of Intellectual Property

Intellectual Property (IP) shall mean all inventions, designs, trademarks, service marks, trade names, internet domain names, copyrights, software, algorithms, data and databases, confidential information, and any other proprietary rights owned or developed by the Company, including but not limited to the following:

2. Ownership of Intellectual Property

2.1. Retention of Rights by the Company: This part of the clause explicitly states that the Company maintains complete ownership over its intellectual property. This includes all rights, title (legal terminology for formal ownership), and interest in its IP.

2.2. Exclusion of Recipient's Rights: The clause clarifies that the Recipient of the agreement is not granted any ownership, rights, or licenses to the company’s intellectual property, implicitly or explicitly, unless specified directly in the agreement.

2.3. Exception through Express Grant: The only circumstance under which the Recipient can obtain some form of rights or licenses to the company’s intellectual property is if such rights are explicitly granted within the agreement. This could include, for example, limited use rights for specific company trademarks in a partnership context or a license to use certain software.

2.4. Protection of Company Interests: This clause is designed to protect the Company from any potential misuse or unauthorized exploitation of its intellectual property. It ensures that the IP assets, which can be critical to the company's competitive advantage and brand identity, remain solely under the company’s control unless decided otherwise through formal contractual agreements.

2.5. Legal Binding: As a part of the legal agreement, this clause is legally binding. Any breach of this clause by the recipient would be considered a violation of the agreement and could lead to legal repercussions, including but not limited to termination of the agreement, legal action for infringement, or claims for damages.

3. Use of Company’s Intellectual Property

Recipient agrees to use the Company's Intellectual Property solely for the purpose of fulfilling its obligations under this Agreement and not for any other purpose without the prior written consent of the Company.

4. Protection of Intellectual Property

The Recipient agrees to take all reasonable steps to protect the Company's Intellectual Property and to prevent any unauthorized use, reproduction, or disclosure of the same.

5. Reporting of Infringements

Recipient agrees to promptly report to the Company any unauthorized use or infringement of the Company’s Intellectual Property of which it becomes aware.

6. Duration of Agreement

This Agreement shall commence on the date first above written and shall continue in effect until terminated by either party upon ten (10) days written notice.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [California].

8. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Company Signature:

[Your Name]

[Job Title]

[Your Company Name]

[Date]

Recipient Signature:

[Name]

[Job Title]

[Your Partner Company Name]

[Date]

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