JOINT PRODUCT DEVELOPMENT AGREEMENT

THIS AGREEMENT is made this [date] by and between [Name of Developer(District of Columbia Patent Agent)], a [State of Incorporation] corporation with offices at [Address of Service Provider] (the “Developer(District of Columbia Patent Agent)”), and [Name of dot.com Company] a [State of Incorporation] with offices at [Address of dot.com] (the “Site Owner(Global Patent Protection Co.)”).

W I T N E S S E T H:

WHEREAS, Site Owner(Global Patent Protection Co.) operates an Internet Web Site that is directed to [describe function of web site] (the “Site Owner(Global Patent Protection Co.)’s Site”) and, in conjunction with the operation thereof, has acquired certain expertise and knowledge in the area of [describe knowledge];

WHEREAS, Developer(District of Columbia Patent Agent) has developed and owns certain proprietary technology with respect to [describe the Developer(District of Columbia Patent Agent)’s technology] (the “Developer(District of Columbia Patent Agent)’s Technology”) which has a particular application for use on Site Owner(Global Patent Protection Co.)’s Site;

WHEREAS, the Parties seek to collaboratively develop enhanced technology based on the Developer(District of Columbia Patent Agent)’s Technology for use on Site Owner(Global Patent Protection Co.)’s Site (the “Joint Technology”), under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the Parties, each intending to be legally bound hereby, do promise and agree as follows:

1. DEVELOPMENT AND COMMERCIALIZATION
OF TECHNOLOGY
A. Immediately after the Effective Date, the Parties shall discuss and establish a schedule including interim milestones for the development of the Joint Technology to be performed in accordance with the procedures described herein, which schedule may be modified or adjusted upon mutual agreement of both Parties. Both Parties shall use their good faith, reasonable best efforts to develop the Joint Technology and to provide the other party with the results of its development efforts such as appropriate design database and situation environments, in accordance with such schedule.

C. Developer(District of Columbia Patent Agent) shall provide Site Owner(Global Patent Protection Co.) with Developer(District of Columbia Patent Agent)’s technical information as listed in Exhibit A attached hereto, and which Developer(District of Columbia Patent Agent) deems reasonably necessary for the joint development activities contemplated hereunder.

D. Upon receipt of the above design rules and technical information from Developer(District of Columbia Patent Agent), Site Owner(Global Patent Protection Co.) and Developer(District of Columbia Patent Agent) shall jointly develop the Joint Technology in accordance with the target specifications set forth in Exhibit B attached hereto.

E. Upon receipt of the design information from Developer(District of Columbia Patent Agent), Site Owner(Global Patent Protection Co.) shall undertake the following tasks and responsibilities [describe Site Owner(Global Patent Protection Co.)’s responsibilities] in accordance with the Task Schedule of Exhibit C (the “Site Owner(Global Patent Protection Co.)’s Responsibilities”).

F. Upon receipt of the necessary information from Site Owner(Global Patent Protection Co.), Developer(District of Columbia Patent Agent) shall merge the Developer(District of Columbia Patent Agent)’s Technology with the material developed by Site Owner(Global Patent Protection Co.) in accordance with the Task Schedule of Exhibit C (the “Developer(District of Columbia Patent Agent)’s Responsibilities”).

G. From time to time as appropriate in the course of the development activities hereunder, each party shall provide the other party with additional technical information to the extent it deems reasonably necessary for such other party to conduct the activities contemplated hereunder.

H. Unless otherwise specified herein, each party shall bear all of its own costs and expenses incurred in connection with the development activities contemplated hereunder.

2. INTELLECTUAL PROPERTY RIGHTS
A. Technical Information. All intellectual property and related rights to technical information of either party which is provided to the other party in the course of the development of the Joint Technology or any portion hereunder shall continue to belong to such providing party. Especially, all intellectual property and related rights in and to Developer(District of Columbia Patent Agent)’s Technology shall continue to belong to Developer(District of Columbia Patent Agent).

B. Intellectual Property Rights. All patents and other intellectual property and related rights in and to all inventions made and technical information developed solely by Site Owner(Global Patent Protection Co.) in the course of the development efforts hereunder (the “Site Owner(Global Patent Protection Co.)’s Inventions”) shall belong exclusively to Site Owner(Global Patent Protection Co.). All patent and other intellectual property and related rights in and to all inventions made and technical information developed solely by Developer(District of Columbia Patent Agent) in the course of the development efforts hereunder (the “Developer(District of Columbia Patent Agent)’s Inventions”) shall belong exclusively to Developer(District of Columbia Patent Agent). All patents and other intellectual property and related rights in and to all inventions made and technical information in the Joint Technology developed jointly by Site Owner(Global Patent Protection Co.) and Developer(District of Columbia Patent Agent) shall be jointly owned by Site Owner(Global Patent Protection Co.) and Developer(District of Columbia Patent Agent) (the “Joint Inventions”). Each party has the right to grant licenses to any third party without accounting to the other party.

3. USE OF TECHNOLOGY
A. Site Owner(Global Patent Protection Co.) hereby grants to Developer(District of Columbia Patent Agent) a right to use any technical information disclosed to Developer(District of Columbia Patent Agent) hereunder, Site Owner(Global Patent Protection Co.)’s Inventions and any and all of its intellectual property rights with respect thereto, solely (i) to design, and develop or have developed by its subsidiaries Joint Technology as stipulated hereunder; and (ii) to use and sell to Site Owner(Global Patent Protection Co.) the Joint Technology.

B. Developer(District of Columbia Patent Agent) hereby grants to Site Owner(Global Patent Protection Co.) a right to use any technical information disclosed to Site Owner(Global Patent Protection Co.) hereunder, Developer(District of Columbia Patent Agent)’s Inventions and any and all of its intellectual property rights with respect thereto, to design and develop the Joint Technology as stipulated hereunder.

4. CONFIDENTIALITY
A. Confidential Information. “Confidential Information” means any confidential technical data, trade secret, know-how or other confidential information disclosed by any party hereunder in writing, orally, or by drawing or other form and which shall be marked by the disclosing party as “Confidential” or ”Proprietary”. If such information is disclosed orally, or through demonstration, in order to be deemed Confidential Information, it must be specifically designated as being of a confidential nature at the time of disclosure and reduced in writing and delivered to the receiving party within [number] ([#]) days of such disclosure.

B. Exclusions. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is known to the receiving party at the time of disclosure or becomes known to the receiving party without breach of this Agreement; (ii) is or become publicly known through no wrongful act of the receiving party or any subsidiary of the receiving party; (iii) is rightfully received from a third party without restriction on disclosure; (iv) is independently developed by the receiving party or any of its subsidiary; (v) is furnished to any third party by the disclosing party without restriction on its disclosure; (vi) is approved for release upon a prior written consent of the disclosing party; (vii) is disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.

C. Nondisclosure. The receiving party agrees that it will not disclose any Confidential Information to any third party (except that Developer(District of Columbia Patent Agent) may disclose Confidential Information to its subsidiaries for purposes relating to this Agreement provided that they shall hold such information in confidence) and will not use Confidential Information of the disclosing party for any purpose other than for the performance of the rights and obligations hereunder during the term of this Agreement and for a period of [number] ([#]) years thereafter, without the prior written consent of the disclosing party. The receiving party further agrees that Confidential Information shall remain the sole property of the disclosing party and that it will take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information by its employees. No license shall be granted by the disclosing party to the receiving party with respect to Confidential Information disclosed hereunder unless otherwise expressly provided herein.

D. Return of Confidential Information. Upon the request of the disclosing party, the receiving party will promptly return all Confidential information furnished hereunder and all copies thereof.

E. Publicity. The Parties agree that all publicity and public announcements concerning the formation and existence of this Agreement shall be jointly planned and coordinated by and among the Parties. Neither party shall disclose any of the specific terms of this Agreement to any third party without the prior written consent of the other party, which consent shall not be withheld unreasonably. Notwithstanding the foregoing, any party may disclose information concerning this Agreement as required by the rules, orders, regulations, subpoenas or directives of a court, government or governmental agency, after giving prior notice to the other party.

F. Remedy for Breach of Confidentiality. If a party breaches any of its obligations with respect to confidentiality and unauthorized use of Confidential information hereunder, the non- breaching party shall be entitled to equitable relief to protect its interest therein, including but not limited to injunctive relief, as well as money damages notwithstanding anything to the contrary contained herein.

5. TERM OF THE AGREEMENT
This Agreement and the provisions hereof, except as otherwise provided, shall be in full force and effect commencing on the date of execution by both Parties and shall extend for an Initial Term of [amount] ([#]) year (the “Term”). This Agreement shall be automatically renewed for additional “Extended Terms” of [amount] ([#]) year unless either party notifies the other in writing of its intention not to renew the Agreement, such notification to be provided at least [number] ([#]) days prior to the expiration of the then in-effect Term.

6. TERMINATION
This Agreement may be terminated by either party upon [number] ([#]) days written notice to the other party in the event of a breach of a material provision of this Agreement by the other party, provided that, during the [number] ([#]) days period, the breaching party fails to cure such breach.

7. EFFECT OF TERMINATION
A. Upon termination or expiration of this Agreement, all rights granted by each Party to the other shall forthwith terminate and each Party shall retain rights to its own Inventions.

B. The Join Inventions developed during the Term of this Agreement may be practiced or commercialized by each party without the consent of the other Party or without incurring any financial obligation to the other Party.

8. RELATIONSHIP OF PARTIES
The relationship between Site Owner(Global Patent Protection Co.) and Developer(District of Columbia Patent Agent) under this Agreement is that of independent contractors and neither shall be, nor represent itself to be, the joint venture, franchiser, franchisee, partner, broker, employee, servant, agent, or representative of the other for any purpose whatsoever. No party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, another party or to bind another in any matter or thing whatsoever.

9. FORCE MAJEURE
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

10. NOTICE AND PAYMENT
A. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or Express mail, return receipt requested or by Federal Express.

B. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

11. JURISDICTION/DISPUTES
This Agreement shall be governed in accordance with the laws of the State of [State]. All disputes under this Agreement shall be resolved by litigation in the courts of the State of [State] including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

12. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

13. ASSIGNABILITY
Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.

14. WAIVER
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

15. SEVERABILITY
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

16. INTEGRATION
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.

[Developer(District of Columbia Patent Agent)]    [Site Owner(Global Patent Protection Co.)]

By:       By:
Title:       Title:
Date:       Date:

EXHIBIT A

[Describe Developer(District of Columbia Patent Agent)’s technical information that it will provide]
EXHIBIT B
[Provide Target Specifications for the Joint Technology]
EXHIBIT C
[Provide the Task Schedule]