COPYRIGHT AND INTELLECTUAL PROPERTY AGREEMENT
This Copyright and Intellectual Property Agreement (the "Agreement") is made and entered into as of [Date], by and between ENECA B.V., a company incorporated under the laws of the Netherlands, having its principal place of business at Kabelweg 57 (hereinafter referred to as the "Company") and Client [The Client's name entered in the request form] and Company [The Client's Company entered in the request form].
WHEREAS, the Company is engaged in the business of providing information technology services, including but not limited to software development, data processing, and other related services (the "Services");
AND WHEREAS, the Client desires to engage the Company for the provision of the Services, and the Company agrees to provide the Services to the Client, subject to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:
1.1 "Intellectual Property Rights" shall mean all copyrights, trademarks, trade secrets, patents, and other intellectual property rights recognized by the laws of the Netherlands.
1.2 "Work Product" shall mean any and all works, inventions, discoveries, improvements, or other creations, whether in tangible or intangible form, which are conceived, developed, or reduced to practice by the Company, its employees, agents, or subcontractors in connection with the provision of the Services under this Agreement.
2.OWNERSHIP AND ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS
2.1 Subject to the terms and conditions of this Agreement, the Company hereby grants the Client a non-exclusive, non-transferable, and non-sublicensable license to use the Work Product solely for the Client's internal business purposes.
2.2 The Company retains all right, title, and interest in and to the Work Product, including all Intellectual Property Rights therein.
3.RESTRICTIONS ON USE AND DISCLOSURE
3.1 The Client shall not distribute, disclose, sublicense, or otherwise make available the Work Product or any part thereof to any third party, without the prior written consent of the Company.
3.2 The Client shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or algorithms of any part of the Work Product.
4.1 The Company shall treat as confidential all information, whether written or oral, which it receives from the Client in connection with the provision of the Services under this Agreement, and shall not disclose such information to any third party without the prior written consent of the Client, except as required by law or as necessary for the performance of the Services.
4.2 The Client shall treat as confidential all information, whether written or oral, which it receives from the Company in connection with the Work Product, and shall not disclose such information to any third party without the prior written consent of the Company, except as required by law or as necessary for the Client's internal business purposes.
5.1 The Company shall indemnify, defend, and hold harmless the Client from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any infringement, misappropriation, or violation of any Intellectual Property Rights by the Work Product, provided that the Client promptly notifies the Company in writing of any such claim, cooperates with the Company in the defense or settlement of the claim, and allows the Company to control the defense or settlement.
6.GOVERNING LAW AND DISPUTE RESOLUTION
6.1 This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of laws principles.
6.2 Any disputes arising out of or relating to this Agreement shall be resolved by arbitration in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. The seat of the arbitration shall be in Amsterdam, the Netherlands.
7.1 This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral, between the parties relating to the subject matter hereof.
7.2 No amendment, modification, or waiver of this Agreement or any provision hereof shall be effective unless in writing and signed by both parties.
7.3 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
7.4 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to substitute a valid, legal, and enforceable provision that achieves the original intent of the parties.
7.5 Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that the Client may assign or transfer its rights and obligations under this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.
7.6 The relationship between the parties is that of independent contractors, and nothing in this Agreement shall be construed to create an employment, partnership, joint venture, agency, or fiduciary relationship between the parties.
7.7 Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by registered or certified mail (postage prepaid, return receipt requested), or sent by reputable overnight courier service to the addresses set forth above or such other addresses as either party may designate by notice to the other.
IN WITNESS WHEREOF, the parties hereto have executed this Copyright and Intellectual Property Agreement as of the date first above written.
ENECA B.V. and [The Client's name The Client's Company name entered in the request form]