Intellectual Property/Service Contract Agreement (IP/SCA) EXAMPLE
This Intellectual Property Agreement dated as of [The Date] (the “Effective Date”) governs the disclosure of information by [The Customer] (the “Company”) to Aaron Matteos of Hail Digital (the “Recipient”) for the purpose of exploring a potential business relationship (the “Purpose”).
- Confidential Information. As used herein, “Confidential Information” shall mean any and all technical and non-technical information that Company provides Recipient, whether in graphic, electronic, written or oral form, and including but not limited to patent applications and other filings, trade secrets, and any other proprietary information, as well as any ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, algorithms, software programs, documents, and formulae related to the current, future, and proposed products and services of Company, and also any information concerning any research, experimental work, development, design details and specifications, engineering, financial information, purchasing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, or marketing plans of Company and any information Company provides regarding third parties.
- Confidential Information. All Confidential Information is provided “AS IS,” without any warranty of any kind. Recipient recognizes and agrees that nothing contained in this Agreement shall be construed as granting it any property rights, by license or otherwise, to any Confidential Information, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Recipient shall not make, have made, use or sell for any purpose any product or service or other item using, incorporating or derived from any Confidential Information, nor make any filings or registrations based on the receipt or use of the Confidential Information, absent separate written approval of Company.
- No Reproduction. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information shall remain the property of Company and shall contain any and all confidential or proprietary notices or legends which appear on the original.
- Term. This Agreement shall terminate immediately after the Affiliate Marketing Program Agreement has ended or may be terminated by either party at any time upon thirty (30) days written notice to the other party; provided, however, Recipient’s obligations under this Agreement shall survive termination of the Agreement between the parties and shall be binding upon the Recipient’s heirs, successors and assigns. Upon termination or expiration of the Agreement, or upon written request of Company, Recipient shall promptly return to the Company all documents and other tangible materials representing the Confidential Information and all copies thereof.
- Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the Company.
- Sole Agreement. The Agreement sets forth the complete, exclusive and final statement of the agreement between the parties as to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties regarding such subject matter.
- Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address or fax number as set forth on the signature page or as subsequently modified by written notice.
- Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts without giving effect to the principles of conflict of laws.
- Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
- Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
- Assignment. Recipient will not assign or transfer any rights or obligations under this Agreement without the prior written consent of Company. Any such assignment without prior consent shall be null and void from the beginning. Recipient shall not export, directly or indirectly, any technical data acquired from Company pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.
- Dispute Resolution. Recipient agrees that upon Company’s request, all disputes arising here-under shall be adjudicated in the state and federal courts having jurisdiction over disputes arising in the United States of America, Commonwealth of Massachusetts and Recipient hereby agrees to consent to the personal jurisdiction of such courts.
- Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
- Early Termination. Early Termination fees are applied to any account that is canceled prior to or in advance of the service expiration date and/or any services that are considered “Rolled in” that have an unpaid balanced, unless agreed to by both parties that the early termination fees can be waived.
- Intellectual Property Ownership. Furthermore, this agreement is acceptance by the recipient that all intellectual property belongs to the company.
- Additional Property. The property Herein described as Revenue Generated from Affiliate Marketing only, belongs to the recipient. All additional income generated by the company and/or the company website in any other form belongs to the company only. Discount earnings provisions under the Affiliate Marketing Program Agreement can be found in the recipients Affiliate Marketing Program Agreement Document in an aforementioned subsection of this document.
- Affiliate Discount Earnings Program Agreement. Under the Affiliate Discount Earnings Program Agreement, the company yearly costs will be offset by allowing the recipient to put its marketing links on the company’s websites/web pages. Tracking of the income generated by the company’s page will be fully transparent in the form of monthly, quarterly and/or yearly statements. A percentage of the income, based on the company’s package purchased through the recipient, will be subtracted from the company’s’ yearly balance. Any credits will be carried over to the following cycle year and/or paid out in full at the end of each cycle year. At any time during the agreement the company can buy out the recipients share of the marketing agreement, up to 100% of the agreement at the company’s website current market value estimation or an agreed upon price by the company and the recipient.
In Witness Whereof, the parties hereto have caused this Intellectual Property Agreement to be executed as of the Effective Date.
Aaron Matteos of Hail Digital
By: ____________________ Sign Here
By: ____________________ Sign Here
*This is a generic Contract Agreement and is for viewing purposes Only. An authentic agreement will be customized and addressed directly to the customer once a verbal agreement regarding services is confirmed.