Law Firm Intellectual Property Agreement
Law Firm Intellectual Property Agreement
Agreement Overview
This Intellectual Property Agreement (the "Agreement") is made and entered into as of [Date] (the "Effective Date") by and between:
[Your Company Name], a [Your Company’s State] corporation with its principal place of business located at [Your Company Address] ("Company"),
and
[Partner Company Name], a [Partner Company’s State] corporation with its principal place of business located at [Partner Company Address] ("Partner").
1. Definitions
1.1 Intellectual Property (IP): For the purposes of this Agreement, Intellectual Property includes but is not limited to patents, copyrights, trademarks, trade secrets, and any other proprietary rights recognized under law.
1.2 Work Product: Any work, invention, design, or creation developed or conceived during the term of this Agreement that is related to the services provided by either party.
2. Ownership
2.1 Pre-existing IP: Each party shall retain all rights, title, and interest in and to their respective pre-existing IP. Pre-existing IP is defined as any IP that a party owned or developed prior to the Effective Date of this Agreement.
2.2 Developed IP: Any IP developed jointly or solely by either party during the term of this Agreement shall be owned as follows:
|
Type of IP |
Ownership |
|---|---|
|
Patents |
[50%] to [Your Company Name], [50%] to [Partner Company Name] |
|
Copyrights |
[50%] to [Your Company Name], [50%] to [Partner Company Name] |
|
Trademarks |
[50%] to [Your Company Name], [50%] to [Partner Company Name] |
|
Trade Secrets |
[50%] to [Your Company Name], [50%] to [Partner Company Name] |
3. Licensing
3.1 Grant of License: Each party grants to the other a non-exclusive, non-transferable, royalty-free license to use, reproduce, and display the developed IP for the purpose of internal research.
3.2 Royalty Payments: If any developed IP is commercialized, the following royalty payments shall apply:
|
Type of IP |
Royalty Rate |
|---|---|
|
Patents |
[5%] of Net Revenue |
|
Copyrights |
[4%] of Net Revenue |
|
Trademarks |
[3%] of Net Revenue |
|
Trade Secrets |
[6%] of Net Revenue |
4. Confidentiality
4.1 Obligation: Each party agrees to maintain the confidentiality of any non-public information disclosed during the term of this Agreement and to use such information solely for the purposes outlined in this Agreement.
4.2 Duration: The confidentiality obligations shall remain in effect for a period of [5] years from the date of disclosure.
5. Term and Termination
5.1 Term: This Agreement shall commence on the Effective Date and continue for a period of [3] years unless terminated earlier in accordance with this Section 5.
5.2 Termination for Convenience: Either party may terminate this Agreement for any reason by providing [30] days’ written notice to the other party.
5.3 Termination for Cause: Either party may terminate this Agreement immediately upon notice if the other party breaches any material term of this Agreement.
6. Miscellaneous
6.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of [Your State].
6.2 Dispute Resolution: Any disputes arising under this Agreement shall be resolved through binding arbitration in [City, State].
6.3 Amendments: Any amendments to this Agreement must be made in writing and signed by authorized representatives of both parties.
6.4 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 hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
[Your Company Name]
Name: [Your Name]
Title: [Your Title]
Date: [Date]
[Partner Company Name]
Name: [Partner’s Name]
Title: [Partner’s Title]
Date: [Date]
