INTELLECTUAL PROPERTY RIGHTS AGREEMENT
Effective Date: __________________
This Intellectual Property Rights Agreement (the "Agreement") is entered into between AgileAIDev.com, an Oregon-based company providing web design and AI chatbot development services ("Provider"), and the client receiving services ("Client").
1. DEFINITIONS
1.1. "Deliverables" means all work products developed by Provider for Client under a separate Services Agreement, including but not limited to website designs, website code, chatbot applications, AI models, algorithms, software, documentation, and other materials.
1.2. "Intellectual Property Rights" means all rights in patents, copyrights, trademarks, trade secrets, domain names, database rights, know-how, and any other intellectual property rights, registered or unregistered.
1.3. "Pre-Existing Materials" means all code, tools, libraries, APIs, methodologies, algorithms, and other materials owned or licensed by Provider prior to the provision of services to Client.
1.4. "Client Materials" means all materials, data, content, specifications, and information provided by Client to Provider for use in creating the Deliverables.
1.5. "Third-Party Materials" means any third-party software, code, services, or content incorporated into the Deliverables.
2. OWNERSHIP OF INTELLECTUAL PROPERTY
2.1. Client-Owned IP
2.1.1. Upon full payment of all fees due under the applicable Services Agreement, Client will own all right, title, and interest in and to the following:
a) Client's website design and layout created specifically for Client; b) Client-specific content created by Provider for Client's website or chatbot; c) Client-specific configuration files, database schema, and other customizations; d) Client-specific business logic implemented in the Deliverables; and e) Custom graphics, images, and visual elements created specifically for Client.
2.1.2. Provider hereby assigns to Client all right, title, and interest in the Client-Owned IP upon receipt of full payment.
2.2. Provider-Owned IP
2.2.1. Provider will retain all right, title, and interest in and to the following:
a) Pre-Existing Materials; b) Provider's proprietary development frameworks, tools, and methodologies; c) General-purpose algorithms, functions, modules, or subroutines; d) General training data and AI models not specifically created for Client; e) Provider's know-how and techniques used to develop the Deliverables; and f) Any enhancements, modifications, or improvements to Provider's Pre-Existing Materials.
2.2.2. Client acknowledges that Provider provides similar services to other clients and may develop similar deliverables for other clients, provided that Provider does not utilize Client's Confidential Information or Client-specific customizations.
2.3. Client Materials
2.3.1. Client retains all right, title, and interest in and to all Client Materials provided to Provider, including any Intellectual Property Rights therein.
2.3.2. Client hereby grants to Provider a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and create derivative works of the Client Materials solely for the purpose of providing services to Client during the term of the Services Agreement.
2.4. Third-Party Materials
2.4.1. Provider will identify any Third-Party Materials incorporated into the Deliverables and obtain necessary licenses for Client's use of such materials.
2.4.2. Client acknowledges that use of Third-Party Materials may be subject to separate terms and conditions imposed by the third-party providers, and Client agrees to comply with all such terms and conditions.
3. LICENSES
3.1. License to Client-Owned IP
3.1.1. Provider is granted a limited, non-exclusive license to use, reproduce, and display Client-Owned IP solely for the purpose of (i) providing services to Client, and (ii) showcasing Provider's work in Provider's portfolio or marketing materials, unless otherwise specified in writing by Client.
3.2. License to Provider-Owned IP
3.2.1. Provider grants to Client a non-exclusive, worldwide, perpetual, irrevocable license to use, modify, and create derivative works of the Provider-Owned IP solely as incorporated into the Deliverables and solely for Client's business purposes.
3.2.2. Client shall not: (i) sublicense, sell, rent, lease, transfer, assign, or otherwise make the Provider-Owned IP available to any third party except as part of Client's use of the Deliverables; (ii) reverse engineer, decompile, or disassemble the Provider-Owned IP; or (iii) remove or alter any proprietary notices or labels on the Provider-Owned IP.
3.3. Chatbot and AI-Specific Licensing
3.3.1. For AI chatbots and related AI systems, Provider grants Client the right to:
a) Deploy the chatbot on Client's websites, applications, or platforms; b) Train the chatbot with Client's specific data; and c) Customize the chatbot's responses to align with Client's brand and business requirements.
3.3.2. Client acknowledges that the underlying AI models and frameworks may be owned by Provider or third parties and are licensed, not sold, to Client. The specific terms of such licenses will be detailed in the applicable Services Agreement.
4. INTELLECTUAL PROPERTY PROTECTION
4.1. IP Representations and Warranties
4.1.1. Provider represents and warrants that:
a) Provider has the right to assign and license the Intellectual Property Rights as set forth in this Agreement; b) To Provider's knowledge, the Deliverables will not infringe upon or violate any Intellectual Property Rights of any third party; and c) Provider will not incorporate open-source software with licenses that would require Client to disclose, license, or distribute Client's proprietary software in source code form.
4.1.2. Client represents and warrants that:
a) Client has the right to provide the Client Materials to Provider for use as contemplated by this Agreement; b) Client Materials do not infringe upon or violate any Intellectual Property Rights of any third party; and c) Client will use the Deliverables only for lawful purposes and in accordance with this Agreement.
4.2. Intellectual Property Indemnification
4.2.1. Provider shall defend, indemnify, and hold harmless Client from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from any claim that the Deliverables, excluding Client Materials and Third-Party Materials, infringe upon any third party's Intellectual Property Rights.
4.2.2. Client shall defend, indemnify, and hold harmless Provider from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from any claim that the Client Materials infringe upon any third party's Intellectual Property Rights.
4.2.3. The indemnified party must promptly notify the indemnifying party in writing of any claim, provide reasonable cooperation, and grant the indemnifying party sole authority to defend or settle the claim.
4.3. Remedies for Infringement
4.3.1. If the Deliverables become, or in Provider's opinion are likely to become, the subject of an infringement claim, Provider may, at its option and expense:
a) Obtain for Client the right to continue using the Deliverables; b) Modify the Deliverables to make them non-infringing while maintaining substantially equivalent functionality; or c) Replace the Deliverables with a non-infringing alternative having substantially equivalent functionality.
4.3.2. If none of the foregoing remedies are commercially feasible, Provider may terminate Client's right to use the infringing portion of the Deliverables and refund a prorated portion of the fees paid for such portion.
5. CONFIDENTIALITY AND INTELLECTUAL PROPERTY PROTECTION
5.1. Each party shall protect the other party's Intellectual Property Rights as Confidential Information in accordance with the confidentiality provisions in the applicable Services Agreement.
5.2. Each party shall promptly notify the other of any known or suspected infringement or unauthorized use of the other party's Intellectual Property Rights.
6. TERMINATION AND SURVIVAL
6.1. The licenses granted in Section 3 of this Agreement shall survive the termination or expiration of the Services Agreement, except as otherwise provided herein.
6.2. Upon termination of the Services Agreement for Client's material breach, Provider may revoke the licenses granted to Client in Section 3.2 and Section 3.3.
7. CHATBOT DATA OWNERSHIP AND USAGE RIGHTS
7.1. Ownership of Input Data
7.1.1. Client retains ownership of all data submitted to the chatbot by Client's users ("Input Data").
7.1.2. Provider shall not use Input Data except as necessary to provide the services and as permitted by the Privacy Policy.
7.2. Ownership of Output Data
7.2.1. Client owns all outputs, responses, and generated content produced by the chatbot in response to users' inquiries ("Output Data").
7.2.2. Provider may use anonymized and aggregated Output Data to improve its AI models and services, provided such use does not include Client's Confidential Information.
7.3. Training Data
7.3.1. Provider may use anonymized interactions between users and the chatbot to train and improve its AI models, unless Client opts out of such use in writing.
7.3.2. Client may opt out of having chatbot interaction data used for AI training by providing written notice to Provider.
8. GENERAL PROVISIONS
8.1. Entire Agreement
This Agreement, together with the applicable Services Agreement, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
8.2. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of laws principles.
8.3. Dispute Resolution
Any dispute arising out of or relating to this Agreement shall be resolved in accordance with the dispute resolution provisions set forth in the applicable Services Agreement.
8.4. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
8.5. Waiver
The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
8.6. Assignment
Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.
8.7. Amendments
This Agreement may only be modified by a written amendment signed by authorized representatives of both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
AgileAIDev.com
Signature: ________________________
Name: ___________________________
Title: ____________________________
Date: ____________________________
Client
Signature: ________________________
Name: ___________________________
Title: ____________________________
Date: ____________________________