Joint IP Ownership Agreement

JOINT INTELLECTUAL PROPERTY OWNERSHIP AGREEMENT This AGREEMENT is made on [effective_date] between [party_one], of [party_one_address] ("First Party"), and [party_two], of [party_two_address] ("Second Party"), together the "Parties". 1. THE JOINTLY OWNED IP The Parties have jointly created, or shall jointly create, the following intellectual property (the "Joint IP"): [ip_description] 2. OWNERSHIP 2.1 The Joint IP shall be owned by the Parties jointly in the following proportion: [ownership_split]. 2.2 Each Party's interest is an undivided interest in the whole, and not an interest in any severable part. 2.3 Each Party retains sole ownership of its own pre-existing intellectual property, which does not become Joint IP merely by being combined with it. 3. EXPLOITATION [exploitation_terms] 3.1 Neither Party shall license, assign, charge or otherwise dispose of the Joint IP, or any interest in it, WITHOUT THE PRIOR WRITTEN CONSENT of the other Party. 3.2 Neither Party shall grant an exclusive licence over the Joint IP without such consent. 3.3 Each Party may use the Joint IP for its own internal purposes without consent, subject to the revenue-sharing provisions below. 4. REVENUE SHARING [revenue_sharing] Each Party shall account to the other for revenue received from exploitation of the Joint IP, shall maintain proper records, and shall permit the other to inspect them on reasonable notice. 5. REGISTRATION AND PROSECUTION 5.1 The Parties shall apply jointly for registration of the Joint IP where registration is appropriate, naming both as applicants. 5.2 The costs of filing, prosecution, registration and renewal shall be borne in the ownership proportion. 5.3 If one Party declines to bear its share, the other may proceed alone at its own cost, and the declining Party's interest shall be adjusted as the Parties may agree. 6. ENFORCEMENT 6.1 Each Party shall notify the other promptly of any infringement of the Joint IP of which it becomes aware. 6.2 The Parties shall consult and endeavour to take enforcement action jointly, sharing costs and recoveries in the ownership proportion. 6.3 If one Party declines to participate, the other may proceed alone at its own cost and retain any recovery, and the declining Party shall render reasonable cooperation, including being joined as a party where procedurally necessary. 7. IMPROVEMENTS An improvement or derivative work created by one Party alone shall be owned by that Party, but shall not be exploited in a manner that infringes the Joint IP without the other's consent. 8. CONFIDENTIALITY Each Party shall keep confidential the other's non-public information relating to the Joint IP, and shall not disclose it without consent. This obligation survives termination. 9. TERMINATION AND EXIT 9.1 This Agreement continues for the life of the Joint IP. 9.2 A Party wishing to exit shall first offer its interest to the other Party on terms no less favourable than those offered to any third party. 9.3 Termination does not affect accrued rights or the ownership of the Joint IP. 10. GOVERNING LAW Governed by the laws of India, with disputes referred to arbitration under the Arbitration and Conciliation Act, 1996. FIRST PARTY SECOND PARTY [party_one] [party_two] NOTE: Joint ownership of intellectual property is workable but requires clear rules, because the default position varies between statutes and is frequently unhelpful. Under the Patents Act, 1970 a co-owner generally cannot grant a licence without the consent of the other. Under the Copyright Act, 1957 the position on joint authorship is different again. Agreeing the exploitation and licensing rules expressly, as this Agreement does, avoids a co-ownership in which neither party can effectively use what they jointly own.