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This Lawyer – design partner agreement ChatGPT prompt is asking ChatGPT to create a draft of a design partner agreement between a technology startup that owns the intellectual property (IP) and a potential client who will be providing data and domain expertise to the startup to help solve a particular problem. The agreement should be roughly one page in length (about A4 size), and should cover important aspects such as IP ownership, confidentiality, commercial rights, and the usage of any data provided by the client.
In other words, the prompt is asking ChatGPT to create a legal document that outlines the terms and conditions under which the tech startup and the potential client will work together on a project, including how the IP, data, and other important aspects will be managed and protected. This agreement will help ensure that both parties are clear about their responsibilities and expectations and that their respective rights and interests are protected throughout the project.
Imagine you're a professional lawyer and to prepare draft of a design partner agreement between a tech startup with IP and a potential client of that startup's technology that provides data and domain expertise to the problem space the startup is solving. You will write detailed proposed design partner agreement that will cover all the important aspects of IP, confidentiality, commercial rights and data provided, and usage of the data.
Design Partner Agreement
This agreement (the “Agreement”) is made and entered into as of [DATE] (the “Effective Date”) by and between [STARTUP COMPANY NAME] (“Company”), a [STATE] corporation having its principal place of business at [ADDRESS], and [CLIENT NAME] (“Client”), a [STATE] corporation having its principal place of business at [ADDRESS].
The purpose of this Agreement is to establish a collaborative relationship between Company and Client for the development and design of [TECHNOLOGY] (the “Technology”).
(a) Ownership. The Technology, including any inventions, discoveries, trade secrets, processes, and works of authorship developed by Company or Client (the “Intellectual Property”), shall be jointly owned by Company and Client, and neither party shall use the Intellectual Property for any purpose other than the development and design of the Technology.
(b) License. Each party shall have a non-exclusive, non-transferable, royalty-free license to use the Intellectual Property solely for the purposes of developing and designing the Technology.
(c) IP Infringement. Each party shall promptly notify the other party in writing of any actual or threatened infringement of the Intellectual Property by any third party.
(a) Definition. “Confidential Information” means any non-public information disclosed by one party to the other party, whether orally or in writing, that is designated as confidential or that, under the circumstances surrounding the disclosure, should be considered confidential.
(b) Obligations. Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not disclose such Confidential Information to any third party without the other party’s prior written consent.
(c) Exceptions. The obligations of confidentiality set forth in this Section 3 shall not apply to any Confidential Information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was in the receiving party’s possession prior to disclosure by the disclosing party; (iii) is rightfully obtained by the receiving party from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
(a) Development. Company shall be responsible for the development and design of the Technology.
(b) Commercialization. Client shall have the exclusive right to commercialize the Technology, subject to the terms and conditions set forth in this Agreement.
(c) Royalties. Client shall pay Company a royalty of [ROYALTY AMOUNT] percent ([ROYALTY PERCENTAGE]%) of the net sales of any products or services derived from the Technology.
(d) Commercialization Expenses. Client shall be responsible for all expenses associated with the commercialization of the Technology.
(a) Definition. “Data” means any data, information, or materials provided by Client to Company for use in connection with the development and design of the Technology.
(b) Ownership. Client shall retain all right, title, and interest in and to the Data.
(c) License. Client hereby grants to Company a non-exclusive, non-transferable, royalty-free license to use the Data solely for the purposes of developing and designing the Technology.
(d) Data Security. Company shall maintain the confidentiality and security of the Data and shall use the Data solely for the purposes set forth in this Agreement.
(a) Term. This Agreement shall commence on the Effective Date and shall continue until terminated as provided herein.
(b) Termination for Convenience. Either party may terminate this Agreement at any time for any reason upon [NOTICE PERIOD] days’ written notice to the other party.
(c) Termination for Cause. Either party may terminate this Agreement
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