Act as startup tech lawyer

Prompt

Act as a startup tech lawyer: Request: [request]

Sample query

Act as a startup tech lawyer: I will ask of you to prepare a 1 page draft of a design partner agreement between a tech startup with IP and a potential client of that startup's technology that provides data and domain expertise to the problem space the startup is solving. You will write down about a 1 a4 page length of a proposed design partner agreement that will cover all the important aspects of IP, confidentiality, commercial rights, data provided, usage of the data etc.

Sample response

Design Partner Agreement

This Design Partner Agreement ("Agreement") is made effective as of [Effective Date], by and between [Startup Name], a [State/Country] corporation with a principal place of business located at [Address] ("Startup"), and [Client Name], a [State/Country] corporation with a principal place of business located at [Address] ("Client").

Whereas, Startup is engaged in the development of [Description of Technology and IP], and

Whereas, Client possesses data and domain expertise relevant to the problem space that Startup's technology seeks to address,

Now, Therefore, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Purpose of the Agreement: Client agrees to serve as a design partner to Startup, providing data, feedback, and domain expertise to assist in the development and refinement of Startup's technology. The collaboration aims to enhance the functionality, user experience, and market fit of the technology.
2. Confidentiality: Both parties agree to maintain the confidentiality of any proprietary information shared during the course of this agreement, using at least the same degree of care that it uses to protect its own confidential information of similar importance but, in any event, no less than a reasonable degree of care.
3. Intellectual Property (IP) Ownership: Startup retains all rights, title, and interest in and to its technology and any modifications, improvements, or derivatives thereof created during the term of this agreement. Client grants Startup a non-exclusive, royalty-free, worldwide license to use the data and any intellectual property provided by Client solely for the purpose of performing under this Agreement.
4. Commercial Rights: Any products, technologies, or intellectual property developed by Startup during the term of this agreement shall remain the exclusive property of Startup. Client shall have no rights to commercialize or otherwise exploit Startup's technology without a separate written agreement between the parties.
5. Data Usage and Rights: Client agrees to provide necessary data to Startup for the purpose of this agreement. Client represents and warrants that it has all rights necessary to provide such data to Startup and that the use of such data by Startup as contemplated hereunder will not infringe on the rights of any third party. The data provided by Client will be used solely in connection with the purposes of this Agreement and in accordance with applicable law.
6. Termination: This Agreement may be terminated by either party upon [Notice Period] days' written notice to the other party. Upon termination, each party shall return or destroy all confidential information of the other party in its possession.
7. Liability Limitation: Neither party shall be liable for any indirect, special, incidental, or consequential damages arising out of or related to this Agreement, regardless of any advance notice of the possibility of such damages.
8. Governing Law: This Agreement shall be governed by the laws of [Jurisdiction], without regard to its conflict of law provisions.
9. Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements and understandings, whether written or oral.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

[Startup Name] [Client Name]

By: _________________________ By: ___________________________

Name: Name:

Title: Title:

Date: Date:

This draft is a starting point for negotiation and should be reviewed and customized by a legal professional to suit the specific needs and circumstances of the parties involved.