Secure Legal Agreement

Design Partner Agreement This Design Partner Agreement ("Agreement") is entered into on [date] (the "Effective Date") by and between [startup name], a [state] corporation with its principal place of business at [address] (the "Startup") and [client name], a [state] corporation with its principal place of business at [address] (the "Client"). RECITALS WHEREAS, the Startup has developed certain intellectual property ("IP") related to [description of IP]; WHEREAS, the Client has expertise in the domain of [domain expertise] and has access to data related to such domain (the "Client Data"); WHEREAS, the parties desire to enter into a partnership to collaborate on the development of a [project name] project (the "Project"); WHEREAS, the parties wish to define their respective roles, rights, obligations, and responsibilities with respect to the Project and related matters. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows: PROJECT SCOPE 1.1 Scope of the Project. The parties agree to collaborate on the development of the Project, which shall include [description of scope]. The Client shall provide access to the Client Data, and the Startup shall provide access to the IP. 1.2 Deliverables. The parties shall work together to develop a Project plan and a list of deliverables, which shall be set forth in a separate statement of work (the "SOW") to be agreed upon by the parties in writing. 1.3 Project Management. The parties shall establish a Project team consisting of representatives from each party who shall work together to manage the Project. The parties shall designate a project manager from each party who shall be responsible for coordinating the activities of their respective teams. INTELLECTUAL PROPERTY 2.1 Ownership of IP. The Startup shall retain all right, title, and interest in and to the IP. The Client shall not acquire any rights in the IP, except as expressly granted in this Agreement. 2.2 License to IP. The Startup hereby grants to the Client a non-exclusive, non-transferable, worldwide license to use the IP solely for the purpose of developing and commercializing the Project as set forth in this Agreement and the SOW. 2.3 Confidentiality. The Client shall maintain the confidentiality of the IP and shall not disclose the IP to any third party without the prior written consent of the Startup. 2.4 Improvements. Any improvements, modifications, or enhancements made by the Client to the IP shall be owned by the Startup and shall be considered part of the IP. CONFIDENTIALITY AND DATA USAGE 3.1 Confidential Information. During the term of this Agreement, each party may disclose to the other party certain confidential or proprietary information, including but not limited to trade secrets, financial information, and technical data (collectively, "Confidential Information"). The receiving party shall hold the Confidential Information in strict confidence and shall not disclose it to any third party without the prior written consent of the disclosing party. 3.2 Data Usage. The Client represents and warrants that it has the right to provide the Client Data to the Startup and that the Client Data does not infringe the rights of any third party. The Startup shall use the Client Data solely for the purpose of developing and commercializing the Project as set forth in this Agreement and the SOW. 3.3 Data Ownership. The Client shall retain all right, title, and interest in and to the Client Data. COMMERCIAL RIGHTS 4.1 Exclusive Right to Sell. The parties agree that the Startup shall have the exclusive right to sell any product, service, or technology developed as part of the Project. 4.2 Revenue Sharing. The