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Technology Partnership Agreement
"I need a Technology Partnership Agreement for a collaboration between my AI software company and a research institution, where we'll be jointly developing machine learning algorithms and sharing the IP rights, with the agreement starting in March 2025."
1. Parties: Details of the parties entering into the agreement, including registered addresses and company numbers
2. Background: Context and purpose of the technology partnership, including key objectives and rationale
3. Definitions: Defined terms used throughout the agreement, including technical terms and key concepts
4. Partnership Scope: Detailed scope and objectives of the technology partnership, including specific responsibilities and contributions
5. Intellectual Property Rights: Ownership, licensing, and usage rights for existing and newly created intellectual property
6. Confidentiality: Obligations regarding protection and handling of confidential information and trade secrets
7. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
8. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and relevant jurisdiction
1. Data Protection: Compliance with UK GDPR and Data Protection Act 2018, including data processing obligations and safeguards
2. Export Controls: Provisions for compliance with international technology transfer regulations and export controls
3. Revenue Sharing: Financial arrangements between partners including profit sharing and cost allocation
4. Staff Transfer: Terms governing the secondment or transfer of employees between partners
1. Schedule 1 - Technology Description: Detailed technical specifications and description of the technology involved in the partnership
2. Schedule 2 - Project Plan: Specific timelines, milestones, deliverables and implementation schedule
3. Schedule 3 - Commercial Terms: Detailed financial arrangements, payment terms, and commercial conditions
4. Schedule 4 - Service Levels: Performance metrics, service standards, and quality requirements
5. Schedule 5 - Background IP: Comprehensive list of pre-existing intellectual property brought to the partnership by each party
Authors
Background IP
Business Day
Commencement Date
Confidential Information
Contributing Party
Deliverables
Developed IP
Development Period
Documentation
Effective Date
Foreground IP
Implementation Plan
Intellectual Property Rights
Joint IP
Key Personnel
Licensed Technology
Milestones
Partnership Period
Project
Project Manager
Receiving Party
Representatives
Services
Source Code
Specifications
Technical Information
Technology
Term
Territory
Third Party Materials
Use Cases
Partnership Scope and Objectives
Term and Duration
Technology Development
Intellectual Property Rights
License Grants
Confidentiality
Data Protection
Technology Implementation
Support and Maintenance
Warranties and Representations
Liability and Indemnification
Force Majeure
Termination
Exit Rights
Non-Competition
Non-Solicitation
Revenue Sharing
Payment Terms
Project Management
Change Control
Dispute Resolution
Assignment and Subcontracting
Export Control
Notices
Entire Agreement
Variation
Severability
Waiver
Third Party Rights
Governing Law
Jurisdiction
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