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Co Ownership Of Intellectual Property
(Between Inventor and Developer)
THIS AGREEMENT made effective the _________ day of ___________, 20 _.
(hereinafter "the Inventor")
OF THE FIRST PART
- and -
(hereinafter "the Developer")
OF THE SECOND PART
A. The Inventor is the original creator, inventor and developer of certain ________ (description of property) known as ______________ (hereinafter [collectively] referred to as the "Technology");
B. The Developer has undertaken to contract with the Inventor to manage and to undertake the ongoing improvements and necessary redevelopment of the Technology and related reference and training documentation;
C. The product of the joint efforts of the Inventor and the Developer will result in more improved versions of the Technology on an ongoing basis;
D. The parties hereto are desirous of establishing the respective ownership of the Technology and to provide for the orderly use and licensing of the Technology to third parties;
NOW THEREFORE in consideration of these presents, and other good and valuable consideration, the receipt and sufficiency of which is mutually acknowledged, the parties agree as follows:
TITLE TO THE TECHNOLOGY
Representation as to Prior Ownership: As of the date hereof, the Inventor represents and warrants to the Developer that the Inventor is the sole creator, developer, and legal and beneficial owner of the Technology, and that all title and interest in and to the said Technology vests in the Inventor alone, free and clear from any claims or interest of any third party.
Transfer of Ownership/Declaration of Joint Interest: Effective on the date hereof, in consideration of $1.00 USD and other good and valuable consideration, the Inventor does hereby transfer to the Developer a one-half (1/2) undivided interest in the Technology; and the Inventor hereby declares the Technology as it exists as at the date of execution hereof to be owned in equal undivided shares by the Inventor and the Developer.
"Interest" of a Party: Any reference in this Agreement to the "Interest" of a party means the interest of such party in the Technology together with the right to receive any revenue in respect thereof, whether from licensing fees, or the sale of the Technology, but excluding consulting fees, and any fees earned by either of the parties by virtue of the activities listed in paragraph 3.2 hereof.
FUTURE DEVELOPMENT OF THE TECHNOLOGY
Joint Development: The parties hereto shall jointly develop and improve the Technology in order to increase its usefulness, and to make the Technology suitable for licensing to third parties.
COST OF CO-OWNERSHIP
Each co-owner shall contribute initial capital in the sum of $------ to the co-ownership. This capital is the beginning balance of each co-owner's capital account and shall be periodically adjusted in accordance with this agreement.
Individual capital accounts shall be kept for each co-owner and shall represent the entire value of his interest. The Capital Account shall consist of his capital contribution, increased or decreased on the Valuation Date due to changes in the value of the co-ownership assets. The value of the co-ownership assets shall be determined at a minimum of once each year.
MEETINGS AND RECORDS
Co-ownership meetings shall be held at least four (4) times each year, and at least once every three (--) months. Notice of the time and place of each regular meeting shall be given by the Bookkeeping Co-owner to the other co-owners ________ (___) days prior to the meeting. Special meetings may be called by the Bookkeeping Co-owner with a minimum of (--) days notice.
Decisions as to the sale of the Intellectual Property shall be made by mutual consent. At least (--) co-owners shall be present at each regular meeting or special meeting in order to constitute a quorum. Each co-owner, regardless of share size, will have an equal vote in the affairs of the co-ownership.
A co-owner may be selected by mutual consent of the co-owners to keep the books and records of the co-ownership and he shall do the accounting functions for the co-ownership.
Accounting records of the co-ownership shall be kept and upon demand may be reviewed by the other co-owners upon reasonable request.
The accountant/bookkeeper shall be responsible for the receipt and disbursement of all monies relating to co-ownership.
A check account shall be opened at ___________ Bank, in ___________, ____________. The check account shall be opened in the names of all the co-owners, any one of which may sign for withdrawal.
All documents relating to the co-ownership shall be maintained by the Bookkeeping Co-owner and shall be available to the other co-owners upon request.
Notices to co-owners about this agreement shall be in writing and may be served personally on the co-owners or by certified mail addressed to the last known address of record in the co-ownership records or as shown below.
A co-owner shall give notice of any change of address to other co-owners within 5 days of such a change. If notice is given by U.S. Mail, it shall be considered served three (--) days after its deposit, postage prepaid, in U.S. Mail.
No co-owner, except by mutual agreement, shall:
Sell, assign, or pledge his equity in any of the co-ownership assets, except as provided for in this agreement;
Borrow or lend money on behalf of the co-ownership;
Transfer, sell, or release any claim of the co-ownership or consent to an arbitration on any dispute involving the co-ownership;
Use the assets of the co-ownership for any purpose other than stated in this agreement;
Commit an act detrimental to any co-ownership activity.
A co-owner may obligate the co-ownership to an amount up to $------.
A co-owner may allow a lien against the airplane up to $------. In the event of a lien for a debt without the consent of all co-owners, the co-ownership may be dissolved. The costs required to satisfy the lien shall reduce the capital account and equity share of the lien placing co-owner.
SALE OR WITHDRAWAL FROM CO-OWNERSHIP
A co-owner may withdraw from the co-ownership upon written notice to the other co-owners. The withdrawal shall be effective as of the first valuation date following notice. The co-owners have the right to buy the withdrawing co-owner's capital account value.
The purchasing co-owner(s) shall pay the buy-out price within ten (--) days after the exercise of the option to purchase. If the co-owner(s) do not exercise the option to purchase, the co-ownership shall be terminated and liquidated.
No co-owner shall sell his interest in the co-ownership except in accordance with the following:
A withdrawing co-owner shall offer his interest to the co-owners at the smaller of the value of his capital account or the amount offered by a third party for that co-owner's interest. The capital account is defined as the agreed value established by actual airplane acquisition cost and improvements.
A selling co-owner shall give the co-owners written notice of the proposed sale identifying the buyer, price and terms.
The remaining co-owners shall have seven (--) days following said Notice within which to give written notice to the seller of their election to purchase the share of the airplane at the lesser of the selling co-owner's capital account or the offer made by the third party.
Any equity of a co-owner in the co-ownership is withdrawn as of the last Valuation Date prior to the death of a co-owner. The surviving co-owners may buy the deceased co-owner's capital account by paying said amount to the deceased co-owner's estate. The deceased co-owner's estate is obligated to sell the deceased co-owner's interest to the surviving co-owners.
In the event of a default by a co-owner under the terms of this agreement and failure for thirty (--) days after notice to cure such a default, then the non-defaulting co-owners may initiate involuntary dissolution proceedings. The non-defaulting co-owners are considered the remaining co-owners and the defaulting co-owner shall be considered as the retiring co-owner.
In the event a defaulting co-owner cures the default prior to the buy-out process, he may be reinstated with all co-ownership privileges subject to a favorable vote of the majority of non-defaulting co-owners.
Any legitimate, reasonable debts owed by one co-owner to another co-owner shall become a lien upon the co-owner's capital account and shall be satisfied out of the proceeds of sale upon dissolution. Indebtedness may be satisfied by a like increase in the equity of the of the creditor co-owner with the mutual consent of the other co-owners.
In the event that the capital account of a withdrawing, selling or deceased co-owner is purchased pursuant to the terms of this agreement, the co-ownership shall not terminate, but shall be continued, as of the withdrawal date.
The co-ownership may be liquidated by mutual agreement and shall be terminated in the event that the remaining or surviving co-owners fail to exercise the option to acquire assets. Upon dissolution or termination, the co-owners shall promptly liquidate the assets and pay all obligations of the co-ownership and distribute the remaining assets to the surviving co-owners.
Amendments of this agreement shall be by mutual consent of the majority of the co-owners.
Arbitration. Any disputes pertaining to the the said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the Australian Arbitration Association or like organisation in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.
Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
Waiver Of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.
Advice Of Legal Counsel. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
Applicable Law. This Agreement shall be governed by the laws of the State of _____.
In WITNESS WHEREOF, the co-owners have executed this Agreement the day and year first above written.