GPT-3.5-turbo

[Company]: Ovate [Contract]: NDA, Non-Competing Agreement, ROE, Investor Contracts (Business Documents)

Design Partner Agreement between Ovate and [Client] This Design Partner Agreement ("Agreement") is made and entered into as of [date] ("Effective Date") by and between Ovate ("Company") and [Client] ("Partner"). Scope of Work The Partner shall provide data and domain expertise to the Company for the development of the Company's technology. The scope of work shall be mutually agreed upon by the parties and outlined in a separate statement of work ("SOW"). Intellectual Property a. Existing IP: The parties acknowledge and agree that all intellectual property owned or developed by them prior to the Effective Date shall remain the property of the respective party. b. Company IP: All intellectual property rights, including but not limited to patents, trademarks, copyrights, and trade secrets, in the technology developed by the Company during the term of this Agreement ("Company IP") shall be owned solely by the Company. c. Joint IP: Any intellectual property developed jointly by the Company and the Partner during the term of this Agreement ("Joint IP") shall be jointly owned by the parties. Confidentiality a. The parties acknowledge that in the course of their collaboration, each party may disclose certain confidential and proprietary information to the other party. Such confidential information shall be treated as confidential and shall not be disclosed to any third party without the prior written consent of the disclosing party. b. This obligation of confidentiality shall survive the termination of this Agreement for a period of three (3) years. Commercial Rights a. The parties agree to negotiate in good faith the terms of a separate commercial agreement ("Commercial Agreement") in the event that the technology developed under this Agreement is to be commercialized. b. The Commercial Agreement shall specify the commercial terms, including but not limited to payment terms, royalties, and licensing arrangements. Data Provided a. The Partner shall provide the Company with access to certain data ("Partner Data") as necessary for the Company to develop its technology. b. The Partner represents and warrants that it has the necessary rights to provide the Partner Data to the Company, and that the Partner Data does not infringe upon any third-party intellectual property rights. c. The Partner shall retain all right, title, and interest in and to the Partner Data. Use of Data a. The Company shall only use the Partner Data for the purpose of developing its technology. b. The Company shall not disclose the Partner Data to any third party without the prior written consent of the Partner. c. The Company shall use reasonable measures to protect the confidentiality and security of the Partner Data. Term and Termination a. This Agreement shall commence on the Effective Date and shall continue until completion of the work as outlined in the SOW, unless terminated earlier in accordance with this Agreement. b. Either party may terminate this Agreement for any reason upon thirty (30) days' written notice to the other party. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the [state/country], without giving effect to any choice of law or conflict of law provisions. Entire Agreement This Agreement, together with any exhibits or attachments, constitutes the entire agreement between the parties and supersedes all prior negotiations, agreements, and understandings, whether written or oral, relating to the subject matter of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. [Company Name] By: ________________________________ Name: _______________________________ Title: ________________________________ [Partner Name] By: ________________________________ Name: _______________________________ Title: ________________________________