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1. Parties: Identification and details of contracting parties
2. Background: Context of the agreement and high-level objectives
3. Definitions: Key terms used throughout the agreement
4. Scope of Development: Detailed description of IP to be developed and specifications
5. IP Rights and Ownership: Assignment and ownership of developed IP
6. Development Process: Timelines, milestones, and delivery requirements
7. Payment Terms: Fee structure, payment schedule, and expenses
8. Confidentiality: Protection of confidential information
9. Warranties and Indemnities: Standard warranties and indemnification provisions
10. Term and Termination: Duration and termination provisions
1. Background IP: Pre-existing IP rights and their usage - include when parties bring existing IP to the project
2. Third Party IP: Handling of third-party intellectual property - include when development involves third-party IP
3. Source Code Escrow: Terms for source code protection - include for software development projects
4. Testing and Acceptance: Acceptance criteria and testing procedures - include for complex development projects
5. Maintenance and Support: Post-development support obligations - include when ongoing support is required
1. Development Specifications: Detailed technical specifications of IP to be developed
2. Development Timeline: Detailed project timeline and milestones
3. Payment Schedule: Detailed breakdown of payments and triggers
4. Background IP Register: List of pre-existing IP brought to the project
5. Acceptance Criteria: Detailed acceptance testing procedures and criteria
6. Key Personnel: List of key team members and their roles
Background IP
Business Day
Commencement Date
Confidential Information
Deliverables
Development Fees
Development Period
Development Services
Developed IP
Effective Date
Force Majeure Event
Intellectual Property Rights
Key Personnel
Milestones
Project
Project Manager
Project Plan
Specifications
Term
Acceptance Criteria
Acceptance Tests
Derivative Works
Documentation
Foreground IP
Improvements
Know-how
License
Moral Rights
Patents
Source Code
Technical Information
Third Party IP
Trade Secrets
User Rights
Affiliate
Change Control
Change Request
Commercial Purpose
Completion Date
Expenses
Good Industry Practice
Material Breach
Payment Schedule
Representatives
Services
Subcontractor
Territory
Working Hours
IP Rights and Ownership
Assignment
Development Services
Payment Terms
Confidentiality
Warranties
Indemnification
Intellectual Property Protection
Development Process
Delivery and Acceptance
Term and Termination
Force Majeure
Governing Law
Dispute Resolution
Background IP
Foreground IP
Third Party IP
IP Registration
Moral Rights
License Grants
IP Infringement
Source Code Escrow
Technology Transfer
Project Management
Change Control
Testing and Acceptance
Quality Assurance
Documentation
Support and Maintenance
Personnel
Subcontracting
Progress Reports
Fees and Expenses
Payment Schedule
Invoicing
Taxes
Insurance
Limitation of Liability
Non-Competition
Non-Solicitation
Assignment and Novation
Entire Agreement
Severability
Waiver
Notices
Third Party Rights
Amendments
Survival
Relationship of Parties
Further Assurance
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