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Co Ownership Of Intellectual Property(Between Inventor and Developer) THIS AGREEMENT made effective the _________ day of ___________, 20 _. BETWEEN: INVENTOR (hereinafter "the Inventor") OF THE FIRST PART - and - DEVELOPER (hereinafter "the Developer") OF THE SECOND PART WHEREAS : 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 ONE DOLLAR ($1.00) 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 (3) 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 chek 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... (Excerpt)
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