I would appreciate any feedback on the following agreement, particularly whether it protects the Inventor's interests. If not, what should be changed or added? thanks.
This agreement (the "Agreement") is between _______________________________ (the "Inventor") and __________________________________ (the "Expert", both together called the "Partners"). Having invented a technology (the "Invention") in the area of ___________________________________________(the "Domain") and having conceived a business idea (the "Idea") using the Invention, Inventor is disclosing the Invention to Expert and soliciting Expert's partnership in starting, operating, and growing a business.
The Partners will form a company (the "Company") with ownership divided equally between them. Expert will take the lead in running the operations and execution of the Company. Inventor will take the lead in the strategy and planning of the Company.
The Company will license the Invention from Inventor with the following terms:
1. The Company will file patent applications for protecting the Invention
2. The Company will pay Inventor a royalty equal to 10% of revenue, payable each quarter
3. The license will automatically expire every 6 months unless renewed prior to expiry
4. The Company will sign a NDA with Inventor for the Invention
Either Partner can terminate the Agreement by giving a 30-day written notice to the other Partner. Neither Partner can assign the Agreement without explicit prior written consent from the other Partner.
Expert will keep the Invention and the Idea confidential. Expert will not use either the Invention or the Idea, directly or indirectly, with or without modifications or extensions, for any purpose other than the Company. The terms of this paragraph will survive the termination of the Agreement.
The prevailing Partner will be reimbursed by the other Partner all reasonable legal costs incurred in enforcing the Agreement.
Partnering, Licensing & Confidentiality Agreement
This agreement (the "Agreement") is between _______________________________ (the "Inventor") and __________________________________ (the "Expert", both together called the "Partners"). Having invented a technology (the "Invention") in the area of ___________________________________________(the "Domain") and having conceived a business idea (the "Idea") using the Invention, Inventor is disclosing the Invention to Expert and soliciting Expert's partnership in starting, operating, and growing a business.
The Partners will form a company (the "Company") with ownership divided equally between them. Expert will take the lead in running the operations and execution of the Company. Inventor will take the lead in the strategy and planning of the Company.
The Company will license the Invention from Inventor with the following terms:
1. The Company will file patent applications for protecting the Invention
2. The Company will pay Inventor a royalty equal to 10% of revenue, payable each quarter
3. The license will automatically expire every 6 months unless renewed prior to expiry
4. The Company will sign a NDA with Inventor for the Invention
Either Partner can terminate the Agreement by giving a 30-day written notice to the other Partner. Neither Partner can assign the Agreement without explicit prior written consent from the other Partner.
Expert will keep the Invention and the Idea confidential. Expert will not use either the Invention or the Idea, directly or indirectly, with or without modifications or extensions, for any purpose other than the Company. The terms of this paragraph will survive the termination of the Agreement.
The prevailing Partner will be reimbursed by the other Partner all reasonable legal costs incurred in enforcing the Agreement.
