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Joint Development Agreement Intellectual Property
"I need a Joint Development Agreement Intellectual Property under Philippine law for a collaboration between a software company and a university research center, focusing on AI technology development with provisions for academic publication rights and commercialization of resulting patents."
1. Parties: Identification of all parties to the agreement, including their legal status and registered addresses
2. Background: Context of the collaboration, existing relationship between parties, and purpose of the joint development
3. Definitions: Detailed definitions of key terms, particularly focusing on IP-related terminology and project-specific definitions
4. Scope of Collaboration: Detailed description of the joint development project, objectives, and deliverables
5. Project Management: Structure for project governance, including steering committee, project managers, and decision-making processes
6. Background Intellectual Property: Declaration and terms of use for pre-existing IP brought by each party
7. Developed Intellectual Property: Ownership and rights regarding IP created during the project, including allocation of rights and commercialization
8. Confidentiality: Provisions for protecting confidential information shared during the collaboration
9. Contributions and Resources: Each party's contributions, including personnel, facilities, and financial resources
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Representations and Warranties: Standard warranties regarding IP ownership, authority to contract, and non-infringement
12. Liability and Indemnification: Allocation of risks and responsibilities between parties
13. Dispute Resolution: Procedures for resolving disputes under Philippine law
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Commercialization Rights: Detailed provisions for commercial exploitation of developed IP, used when parties anticipate commercial products
2. Third Party IP: Provisions regarding use and incorporation of third-party IP, needed when project may utilize external IP
3. Data Protection: Specific provisions for handling personal or sensitive data, required when project involves data processing
4. Export Control: Compliance with export control regulations, needed for international collaborations or sensitive technology
5. Publication Rights: Procedures for academic or public disclosure of results, important for academic collaborations
6. Background IP License: Specific licensing terms for background IP, needed when significant background IP is involved
7. Competition Compliance: Specific provisions ensuring compliance with competition laws, needed for competitors collaborating
8. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term collaborations
1. Schedule 1 - Project Plan: Detailed project scope, timelines, milestones, and deliverables
2. Schedule 2 - Background IP: Detailed list of background IP contributed by each party
3. Schedule 3 - Required Resources: Detailed breakdown of resources to be contributed by each party
4. Schedule 4 - Project Team: Key personnel and their roles in the project
5. Schedule 5 - Budget: Financial contributions and allocation of costs
6. Schedule 6 - Technical Specifications: Technical requirements and specifications for the development work
7. Appendix A - Reporting Templates: Standard formats for project reporting and documentation
8. Appendix B - IP Assignment Forms: Template documents for IP assignments and declarations
9. Appendix C - Confidentiality Terms: Detailed confidentiality obligations and procedures
Authors
Affiliate
Background IP
Background Materials
Business Day
Commencement Date
Commercialization
Confidential Information
Developed IP
Development Plan
Effective Date
Field of Use
Force Majeure Event
Foreground IP
Improvement
Intellectual Property Rights
Joint IP
Know-How
License
Materials
Net Revenue
New IP
Patent Rights
Principal Investigators
Project
Project IP
Project Manager
Project Materials
Project Period
Project Plan
Project Results
Proprietary Information
Research Results
Solely-Owned IP
Steering Committee
Technical Information
Technology
Term
Territory
Third Party
Trade Secrets
Work Product
Working Day
Background Patents
Copyright Materials
Design Rights
Development Work
Exploitation
IP Strategy
Licensed Products
Milestones
Project Budget
Research Program
Royalties
Technical Documentation
Technology Transfer
Definitions
Project Scope
Term and Duration
Project Management
Resource Allocation
Background IP
Foreground IP
IP Ownership
IP Registration
IP Protection
IP Exploitation
Licensing
Technology Transfer
Confidentiality
Data Protection
Publication Rights
Warranties
Representations
Indemnification
Liability
Force Majeure
Insurance
Competition Law Compliance
Export Control
Project Governance
Decision Making
Financial Provisions
Payment Terms
Record Keeping
Audit Rights
Performance Obligations
Quality Standards
Change Control
Dispute Resolution
Governing Law
Jurisdiction
Assignment
Subcontracting
Third Party Rights
Notices
Amendments
Severability
Entire Agreement
Counterparts
Termination
Post-Termination Obligations
Survival
Technology
Research & Development
Pharmaceuticals
Biotechnology
Software Development
Manufacturing
Healthcare
Education
Telecommunications
Energy
Defense
Agriculture
Automotive
Aerospace
Legal
Research and Development
Intellectual Property
Innovation
Business Development
Technology Transfer
Product Development
Scientific Affairs
Regulatory Affairs
Corporate Development
Engineering
Strategy
Compliance
Chief Technology Officer
Research Director
IP Counsel
Legal Counsel
Innovation Manager
R&D Manager
Business Development Director
Chief Scientific Officer
Project Manager
Technology Transfer Officer
Patent Attorney
Head of Research
Chief Legal Officer
VP of Innovation
Laboratory Director
Research Scientist
Development Engineer
Compliance Officer
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