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1. Parties: Identifies and provides details of the contracting parties (IP Developer and Client)
2. Background: Sets out the context of the agreement, including the Client's need for IP development and the Developer's expertise
3. Definitions: Defines key terms used throughout the agreement, including 'Intellectual Property', 'Deliverables', and 'Development Services'
4. Scope of Services: Details the IP development services to be provided, including specific deliverables and development phases
5. Development Process: Outlines the methodology, timelines, and milestones for the IP development
6. Intellectual Property Rights: Establishes ownership of pre-existing IP and newly developed IP, including transfer or licensing arrangements
7. Payment Terms: Specifies fees, payment schedule, and any success-based compensation
8. Confidentiality: Protects confidential information exchanged during the development process
9. Warranties and Representations: Includes warranties regarding originality, non-infringement, and capability to deliver
10. Term and Termination: Sets out the duration of the agreement and circumstances for termination
11. General Provisions: Includes standard clauses such as governing law, dispute resolution, and entire agreement
1. Third-Party Materials: Include when the development will incorporate third-party IP or open-source components
2. Commercialization Rights: Include when there are specific arrangements for commercializing the developed IP
3. Revenue Sharing: Include when the developer will receive ongoing royalties or revenue share
4. Support and Maintenance: Include when post-development support services will be provided
5. Quality Assurance: Include when specific quality standards or testing requirements apply
6. Source Code Escrow: Include for software development where source code needs to be held in escrow
7. Data Protection: Include when personal data will be processed during development
8. Export Control: Include when the IP may be subject to export control regulations
1. Schedule 1 - Development Specifications: Detailed technical specifications and requirements for the IP development
2. Schedule 2 - Delivery Timeline: Detailed project timeline including milestones and delivery dates
3. Schedule 3 - Payment Schedule: Breakdown of fees, payment milestones, and payment terms
4. Schedule 4 - Acceptance Criteria: Specific criteria for accepting deliverables and testing requirements
5. Schedule 5 - Pre-existing IP: List of any IP owned by either party prior to the agreement that will be used in development
6. Schedule 6 - Third-Party Materials: List of third-party materials, licenses, or components to be used
7. Appendix A - Testing Procedures: Detailed procedures for testing and quality assurance
8. Appendix B - Support Services: Details of any ongoing support or maintenance services
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