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Joint Development Agreement
"I need a Joint Development Agreement for a collaboration between my tech startup and a research university in Singapore to develop AI-powered medical diagnostic software, with clear IP rights allocation and provisions for commercialization of the final product."
1. Parties: Identification and details of all parties entering into the agreement
2. Background/Recitals: Context of the agreement, including the parties' intentions and preliminary arrangements
3. Definitions: Definition of key terms used throughout the agreement
4. Scope of Development: Detailed description of the joint development project, objectives, and deliverables
5. Project Management: Governance structure, decision-making processes, and project timelines
6. Intellectual Property Rights: Ownership, allocation, and licensing of pre-existing and newly developed IP
7. Confidentiality: Protection of confidential information and trade secrets
8. Financial Terms: Cost sharing, payment terms, and financial obligations
9. Term and Termination: Duration of agreement and termination provisions
10. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. Background IP License: Specific terms for licensing pre-existing IP when parties bring significant existing IP to the project
2. Third Party Rights: Provisions regarding third-party intellectual property when development involves third-party technologies or licenses
3. Data Protection: Specific provisions for handling personal data when project involves processing personal data
4. Export Control: Compliance with export control regulations for international projects or controlled technologies
5. Force Majeure: Provisions for unforeseen circumstances when project has significant external dependencies
1. Project Plan: Detailed timeline, milestones, and deliverables
2. Technical Specifications: Detailed technical requirements and specifications
3. Background IP Schedule: List of pre-existing IP brought by each party
4. Financial Schedule: Detailed breakdown of costs, payments, and financial arrangements
5. Key Personnel: List of key team members and their roles
6. Governance Procedures: Detailed procedures for project management and decision-making
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