Intellectual Property Agreement
By agreeing to test [NAME OF BUSINESS]’s board game, You (the “TESTER”) consent to the terms in this Agreement.
WHEREAS:
- [NAME OF BUSINESS] owns all right, title and interest in and to of its logo, brand name, catalogs, images, trademark and all other intellectual property that the Tester may encounter as he/she tests [NAME OF YOUR BUSINESS]’s board game under terms agreed upon by the Parties (the “Intellectual Property”).
- the Tester wishes to test [NAME OF BUSINESS]’s board game.
- [NAME OF BUSINESS] is willing to allow the Tester to test its board game.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, [NAME OF YOUR BUSINESS] and the Tester (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
Ownership of Intellectual Property
the Tester acknowledges that all right, title and interest in and to the Intellectual Property remain with [NAME OF BUSINESS], except as expressly set forth in this Agreement, and that the unauthorized plagiarism, redistribution or dissemination online or offline of the Intellectual Property could materially and irreparably harm to [NAME OF BUSINESS]. the Tester agrees that if he/she breaches this provision, he/she shall compensate [NAME OF BUSINESS] in the sum of $__________.
Assignment
The rights and obligations under this Agreement will inure to the benefit and be binding upon any of [NAME OF BRAND]’s successors and assignees, as well as any of the Tester’s successors and assignees.
Independent Counsel
The Parties acknowledge that they had reasonable and sufficient opportunity to obtain independent legal advice regarding this Agreement. The Parties covenant that they have either received such independent legal advice prior to executing this Agreement or that they have independently and willingly chosen not to obtain legal advice and are executing this Agreement without doing so.
Performance
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [NAME OF STATE], and the obligations, rights and remedies of the Parties hereunder shall be determined in accordance with such laws.
Modification of Agreement
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
Severability
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Waiver
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
I Agree I Do Not Agree
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