Intelectual Property Agreement

DRAFTED BY- MANISHA PATIDAR
BBA LL.B 9TH SEMESTER

GOVT. NEW LAW COLLEGE, INDORE(M.P.) [DAVV UNIVERSITY.
INTELECTUAL PROPERTY AGREEMENT

PARTIES:
This Intellectual Property Rights (IPR) Agreement ("Agreement") is made and
entered into as of [Date], by and between Company XY, located at Lajpat
Nagar, Delhi hereinafter referred to as "XY," and Company YZ, located at Vijay
Nagar, Indore hereinafter referred to as "YZ."
WHEREAS, XY and YZ wish to collaborate on certain projects and
developments that may involve the creation or use of intellectual property; and
WHEREAS, it is necessary for the parties to define their respective rights and
obligations regarding the ownership, use, and protection of intellectual property
resulting from their collaboration;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereby agree as follows:
DEFINITIONS:
1.1 "Intellectual Property" shall mean all patents, trademarks, service marks,
trade names, copyrights, trade secrets, know-how, and any other proprietary
rights or forms of intellectual property, whether registered or unregistered.
1.2 "Collaborative Projects" shall mean any projects, developments, or activities
jointly undertaken by XY and YZ pursuant to this Agreement.
OWNERSHIP OF INTELLECTUAL PROPERTY:

2.1 Each party shall retain ownership of any Intellectual Property that it brings
to the Collaborative Projects ("Pre-existing IP").
2.2 Intellectual Property developed solely by one party ("Single-Party IP")
during the Collaborative Projects shall be owned solely by the developing party.
2.3 Intellectual Property jointly developed by both parties ("Joint IP") during
the Collaborative Projects shall be jointly owned by XY and YZ. Both parties
shall have equal rights to use, license, and enforce such Joint IP without the
consent of the other party.
LICENSES:
3.1 Each party hereby grants to the other a non-exclusive, royalty-free license to
use its Pre-existing IP solely for the purpose of performing the Collaborative
Projects.
3.2 Each party hereby grants to the other a non-exclusive, perpetual,
irrevocable, royalty-free license to use any Single-Party IP developed by the
other party solely for the purpose of performing the Collaborative Projects.
PROTECTION OF INTELLECTUAL PROPERTY:

4.1 Each party agrees to promptly disclose to the other party any Intellectual
Property created or conceived during the Collaborative Projects.
4.2 XY and YZ shall cooperate in obtaining and maintaining any necessary
patents, trademarks, copyrights, or other protections for the Joint IP, at their
mutual expense.
CONFIDENTIALITY:
5.1 The parties acknowledge that during the course of the Collaborative
Projects, they may have access to confidential information of the other party.
5.2 The parties agree to keep confidential all confidential information received
from the other party and to use such information only for the purpose of
performing the Collaborative Projects.
TERM AND TERMINATION:

6.1 This Agreement shall commence on the effective date and shall continue
until terminated by either party upon [X] days' written notice to the other party.
6.2 Termination of this Agreement shall not affect the rights and obligations of
the parties with respect to Intellectual Property created or conceived during the
term of this Agreement.
GENERAL PROVISIONS:
7.1 This Agreement constitutes the entire understanding between the parties
with respect to the subject matter hereof and supersedes all prior agreements
and understandings, whether written or oral, relating to such subject matter.
7.2 This Agreement may not be amended or modified except by a written

instrument executed by both parties.
7.3 This Agreement shall be governed by and construed in accordance with the
laws of India. Any dispute arising under or in connection with this Agreement
shall be resolved exclusively by the courts of Delhi.
SUCCESSORS AND ASSIGNS:

9.1 This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns.
9.2 Neither party shall assign or transfer its rights or obligations under this
Agreement without the prior written consent of the other party, except that
either party may assign this Agreement to any successor to all or substantially
all of its business or assets without such consent.
9.3 Any assignment or transfer of rights or obligations in violation of this
Section 9 shall be null and void.
9.4 This Agreement shall be binding upon the heirs, executors, administrators,
and legal representatives of the parties hereto.
AMENDMENTS:
10.1 This Agreement may only be amended, modified, or supplemented by a
written instrument executed by both parties.
10.2 Any amendments, modifications, or supplements to this Agreement shall
be deemed effective only to the extent set forth in such written instrument.
10.3 No course of dealing or course of performance between the parties shall
modify, amend, or waive any provision of this Agreement unless expressly
agreed to in writing.
10.4 Any amendment to this Agreement shall be attached hereto as an
addendum and shall be incorporated into and form a part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.
Company XY: ___________________________ [Signature]

Name: ___________________________
Title: ___________________________
Company YZ: ___________________________ [Signature]

Name: ___________________________
Title: ___________________________

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DRAFTED BY- MANISHA PATIDAR

BBA LL.B 9TH SEMESTER

INTELECTUAL PROPERTY AGREEMENT

OWNERSHIP OF INTELLECTUAL PROPERTY:

PROTECTION OF INTELLECTUAL PROPERTY:

TERM AND TERMINATION:

7.2 This Agreement may not be amended or modified except by a written

SUCCESSORS AND ASSIGNS:

Company XY: ___________________________ [Signature]

Company YZ: ___________________________ [Signature]

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