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Intellectual Property Agreement

1. Introduction​

This Intellectual Property Agreement ("Agreement") is entered into as of [EFFECTIVE_DATE] by and between:

[COMPANY_NAME], a [COMPANY_TYPE] organized under the laws of [JURISDICTION], with its principal place of business at [COMPANY_ADDRESS] (hereinafter referred to as "Company" or "Service Provider")

and

[CLIENT_NAME], a [CLIENT_ENTITY_TYPE] organized under the laws of [CLIENT_JURISDICTION], with its principal place of business at [CLIENT_ADDRESS] (hereinafter referred to as "Client")

(each a "Party" and collectively the "Parties").

2. Purpose and Scope​

This Agreement governs the ownership, use, and protection of intellectual property in connection with the ecommerce implementation, development, and related services provided by Company to Client using the Store.icu platform pursuant to the [Master Services Agreement/Statement of Work/Professional Services Agreement] dated [MSA_DATE] (the "Services Agreement").

This Agreement is supplemental to the Services Agreement. In the event of any conflict between this Agreement and the Services Agreement regarding intellectual property matters, this Agreement shall prevail.

3. Definitions​

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

3.1 "Background IP" means all Intellectual Property owned by or licensed to a Party prior to the commencement of the Services or developed or acquired by a Party independently of the Services.

3.2 "Client Materials" means all content, data, materials, information, and intellectual property provided by or on behalf of Client to Company for use in connection with the Services, including but not limited to text, images, graphics, logos, trademarks, audio, video, data, specifications, documentation, and software.

3.3 "Company Materials" means all tools, templates, frameworks, software, methodologies, processes, techniques, and know-how owned by or licensed to Company that are used in the performance of the Services or incorporated into the Deliverables, including any modifications or enhancements thereto developed during the provision of the Services.

3.4 "Deliverables" means all work product, including but not limited to designs, code, configurations, customizations, integrations, and documentation specifically developed by Company for Client as specified in the applicable Statement of Work.

3.5 "Intellectual Property" or "IP" means all patents, utility models, rights to inventions, copyright and related rights, trademarks, service marks, trade names, trade dress, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

3.6 "Platform IP" means all Intellectual Property in the Store.icu platform, including its features, functionalities, interfaces, APIs, and documentation.

3.7 "Third-Party Materials" means any materials, information, or Intellectual Property owned by a third party that is incorporated into the Deliverables, including but not limited to open-source software, stock photography, third-party plugins, and third-party integrations.

4. Ownership of Intellectual Property​

4.1 Client's Ownership​

4.1.1 Client shall retain all right, title, and interest in and to: a) All Client Materials; b) All Client Background IP; and c) Subject to payment of all applicable fees, the Deliverables, excluding any Company Materials, Platform IP, or Third-Party Materials incorporated therein.

4.1.2 Client grants Company a limited, non-exclusive, royalty-free, fully paid-up, worldwide license to use, reproduce, modify, and create derivative works of Client Materials and Client Background IP solely for the purpose of providing the Services and creating the Deliverables during the term of the Services Agreement.

4.2 Company's Ownership​

4.2.1 Company shall retain all right, title, and interest in and to: a) All Company Materials; b) All Company Background IP; c) All improvements, modifications, or enhancements to Company Materials or Company Background IP developed during the provision of the Services, regardless of whether they are incorporated into the Deliverables; and d) Any generic, non-client-specific concepts, programming techniques, methodologies, processes, technologies, or algorithms developed during the provision of the Services that have general applicability in Company's business.

4.2.2 Company grants Client a perpetual, non-exclusive, royalty-free, fully paid-up, worldwide license to use, reproduce, and modify Company Materials solely as incorporated into the Deliverables and solely for Client's internal business purposes.

4.3 Store.icu Platform IP​

4.3.1 The Parties acknowledge that the Store.icu platform and all Platform IP are owned by Store.icu or its licensors.

4.3.2 Nothing in this Agreement shall transfer any right, title, or interest in the Platform IP to either Party.

4.3.3 Client's use of the Platform IP shall be governed by Client's separate agreement with Store.icu.

4.4 Third-Party Materials​

4.4.1 The Deliverables may incorporate Third-Party Materials, which shall remain subject to their respective license terms.

4.4.2 Company shall notify Client of any Third-Party Materials that will be incorporated into the Deliverables and provide Client with copies of the applicable license terms.

4.4.3 Client shall be responsible for complying with the license terms of all Third-Party Materials incorporated into the Deliverables.

5. Development of Custom IP​

5.1 Custom Development​

5.1.1 If Company creates custom code, designs, functionalities, or other intellectual property specifically for Client as specified in a Statement of Work ("Custom IP"), then, upon full payment of all applicable fees, Company hereby assigns to Client all right, title, and interest in and to such Custom IP, excluding any Company Materials, Platform IP, or Third-Party Materials incorporated therein.

5.1.2 To the extent that any Company Materials are incorporated into the Custom IP, Company grants Client a license to such Company Materials as set forth in Section 4.2.2.

5.2 Joint Development​

5.2.1 If the Parties jointly develop any Intellectual Property in connection with the Services that is not specifically addressed in this Agreement or a Statement of Work ("Joint IP"), the Parties shall jointly own such Joint IP.

5.2.2 Each Party shall have the right to use, license, and exploit the Joint IP without accounting to or obtaining consent from the other Party, provided that neither Party shall seek to register any Joint IP without the prior written consent of the other Party.

5.3 Improvements to Company Materials​

5.3.1 Notwithstanding any other provision in this Agreement, any improvements, modifications, or enhancements to Company Materials, even if developed specifically for Client, shall remain the exclusive property of Company.

5.3.2 To the extent such improvements, modifications, or enhancements are incorporated into the Deliverables, Client shall have a license to use them as set forth in Section 4.2.2.

6. Intellectual Property Rights in Store.icu Implementation​

6.1 Store Configuration and Customization​

6.1.1 The Parties acknowledge that the implementation of the Store.icu platform for Client may include configuration, customization, and integration of the platform with other systems.

6.1.2 The specific configuration settings, theme customizations, and integration code developed by Company for Client's implementation of the Store.icu platform shall be treated as Deliverables and, subject to payment of all applicable fees, assigned to Client as set forth in Section 5.1.1, excluding any Company Materials, Platform IP, or Third-Party Materials incorporated therein.

6.2 Theme Development​

6.2.1 If Company develops a custom theme for Client's Store.icu implementation: a) The visual design elements, layout, and appearance of the theme shall be treated as Deliverables and, subject to payment of all applicable fees, assigned to Client as set forth in Section 5.1.1. b) Any frameworks, libraries, or reusable code incorporated into the theme by Company shall remain Company Materials and be licensed to Client as set forth in Section 4.2.2.

6.3 Custom Applications and Extensions​

6.3.1 If Company develops custom applications, plugins, or extensions for Client's Store.icu implementation: a) Custom applications, plugins, or extensions developed specifically for Client shall be treated as Custom IP and, subject to payment of all applicable fees, assigned to Client as set forth in Section 5.1.1. b) Any frameworks, libraries, or reusable code incorporated into the custom applications, plugins, or extensions shall remain Company Materials and be licensed to Client as set forth in Section 4.2.2.

6.4 Data and Content​

6.4.1 All data entered into or generated by Client's use of the Store.icu implementation, including but not limited to customer information, product information, order data, and analytics data, shall be owned exclusively by Client.

6.4.2 Company shall not use, disclose, or otherwise exploit Client's data except as necessary to provide the Services.

7. IP Protection and Enforcement​

7.1 Registration​

7.1.1 Each Party shall be responsible for registering its own Intellectual Property rights at its discretion and expense.

7.1.2 Company shall provide reasonable assistance to Client, at Client's expense, in registering any Intellectual Property rights in the Deliverables or Custom IP assigned to Client under this Agreement.

7.2 Protection of IP Rights​

7.2.1 Each Party shall take reasonable measures to protect and maintain its respective Intellectual Property rights.

7.2.2 Client shall not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Company, Store.icu, or any third party on any materials provided to Client.

7.3 Enforcement​

7.3.1 Each Party shall be responsible for enforcing its own Intellectual Property rights at its discretion and expense.

7.3.2 Each Party shall promptly notify the other Party of any infringement, misappropriation, or violation of the other Party's Intellectual Property rights of which it becomes aware.

7.3.3 The Parties shall cooperate reasonably with each other, at the enforcing Party's expense, in any enforcement action against third-party infringement of Intellectual Property rights relevant to this Agreement.

8. Representations and Warranties​

8.1 Company Representations and Warranties​

Company represents and warrants that:

8.1.1 It has the right to grant the licenses and make the assignments specified in this Agreement.

8.1.2 To the best of its knowledge, the Deliverables and Custom IP will not infringe upon or misappropriate the Intellectual Property rights of any third party, provided that this warranty shall not apply to any infringement or misappropriation arising from: a) Client Materials; b) Modifications to the Deliverables made by anyone other than Company; c) Client's combination of the Deliverables with items not provided, specified, or approved by Company; d) Company's compliance with designs, specifications, or instructions provided by Client; or e) Client's use of the Deliverables in violation of this Agreement or applicable law.

8.1.3 Company shall disclose to Client all open-source software incorporated into the Deliverables and the applicable license terms.

8.2 Client Representations and Warranties​

Client represents and warrants that:

8.2.1 It has the right to provide the Client Materials to Company for use as contemplated by this Agreement.

8.2.2 To the best of its knowledge, the Client Materials do not infringe upon or misappropriate the Intellectual Property rights of any third party.

8.2.3 It shall use the Deliverables, Company Materials, and any Third-Party Materials in compliance with this Agreement and all applicable laws, regulations, and license terms.

9. Infringement Indemnification​

9.1 Company Indemnification​

9.1.1 Company shall defend, indemnify, and hold harmless Client against any claim, demand, suit, or proceeding made or brought against Client by a third party alleging that the Deliverables or Custom IP, as provided by Company to Client, infringe or misappropriate such third party's Intellectual Property rights (an "Infringement Claim").

9.1.2 Company shall pay any settlements approved by Company or court-awarded damages.

9.1.3 Company's obligations under this Section 9.1 do not apply to any Infringement Claim arising from: a) Client Materials; b) Modifications to the Deliverables made by anyone other than Company; c) Client's combination of the Deliverables with items not provided, specified, or approved by Company; d) Company's compliance with designs, specifications, or instructions provided by Client; e) Client's use of the Deliverables in violation of this Agreement or applicable law; or f) Platform IP or Third-Party Materials, except to the extent that such Infringement Claim arises from Company's breach of the applicable license terms.

9.2 Client Indemnification​

9.2.1 Client shall defend, indemnify, and hold harmless Company against any claim, demand, suit, or proceeding made or brought against Company by a third party alleging that the Client Materials, or Company's use thereof in accordance with this Agreement, infringe or misappropriate such third party's Intellectual Property rights.

9.2.2 Client shall pay any settlements approved by Client or court-awarded damages.

9.3 Infringement Remedies​

9.3.1 If the Deliverables or Custom IP become, or in Company's opinion are likely to become, the subject of an Infringement Claim, Company may, at its option and expense: a) Procure for Client the right to continue using the Deliverables or Custom IP; b) Modify the Deliverables or Custom IP to make them non-infringing while preserving substantially equivalent functionality; or c) Replace the Deliverables or Custom IP with functionally equivalent, non-infringing alternatives.

9.3.2 If none of the foregoing options are commercially reasonable, Company may terminate Client's right to use the affected Deliverables or Custom IP and refund to Client a pro-rated portion of the fees paid for such Deliverables or Custom IP, based on a [36/24/12]-month straight-line depreciation from the date of delivery.

9.4 Indemnification Procedure​

9.4.1 The Party seeking indemnification shall: a) Promptly notify the other Party in writing of any claim for which indemnification is sought; b) Give the indemnifying Party sole control over the defense and settlement of the claim; and c) Provide reasonable cooperation to the indemnifying Party, at the indemnifying Party's expense, in the defense and settlement of the claim.

9.4.2 The indemnified Party may participate in the defense of the claim at its own expense.

9.4.3 The indemnifying Party shall not settle any claim in a manner that admits fault on behalf of the indemnified Party or imposes any obligation on the indemnified Party without the indemnified Party's prior written consent, which shall not be unreasonably withheld.

10. Term and Termination​

10.1 Term​

This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with its terms or until the termination or expiration of the Services Agreement, whichever occurs earlier.

10.2 Effect of Termination​

10.2.1 Upon termination or expiration of this Agreement: a) Each Party shall cease using the other Party's Intellectual Property except as expressly permitted under any surviving licenses; b) Each Party shall return or destroy, at the disclosing Party's option, all confidential information of the other Party in its possession or control; c) The licenses granted in Sections 4.1.2 and 4.2.2 shall terminate, except as specified in Section 10.3; and d) Any assignments of Intellectual Property rights that have already occurred shall remain in effect.

10.3 Survival​

The following provisions shall survive termination or expiration of this Agreement: a) Section 4.2.2 (License to Company Materials), but only with respect to Company Materials incorporated into Deliverables or Custom IP for which Client has paid in full; b) Section 4 (Ownership of Intellectual Property); c) Section 7 (IP Protection and Enforcement); d) Section 8 (Representations and Warranties); e) Section 9 (Infringement Indemnification); f) Section 10.2 (Effect of Termination); g) Section 10.3 (Survival); and h) Any other provisions that, by their nature, should survive termination or expiration of this Agreement.

11. General Provisions​

11.1 Governing Law and Jurisdiction​

This Agreement shall be governed by and construed in accordance with the laws of [JURISDICTION], without giving effect to any choice of law or conflict of law provisions. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the courts of [VENUE], and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

11.2 Relationship of This Agreement to Services Agreement​

This Agreement supplements and forms part of the Services Agreement. Except as expressly modified by this Agreement, all terms and conditions of the Services Agreement remain in full force and effect.

11.3 Assignment​

Neither Party may assign or transfer this Agreement or any rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without the other Party's consent. Any attempted assignment in violation of this Section shall be void.

11.4 No Waiver​

No waiver of any term or condition of this Agreement shall be valid or binding unless in writing. The failure of either Party to enforce any right or provision of this Agreement shall not be construed as a waiver of such right or provision. The waiver of any breach of this Agreement shall not be construed as a waiver of any subsequent breach.

11.5 Severability​

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified so that it is valid, legal, and enforceable to the maximum extent permitted by law.

11.6 Entire Agreement​

This Agreement, together with the Services Agreement, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the modification, amendment, or waiver is to be asserted.

11.7 Counterparts​

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures and signatures transmitted via PDF shall be deemed to be original signatures.

12. Signature​

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

[COMPANY_NAME]

Signature: ____ Name: [SIGNATORY_NAME] Title: [SIGNATORY_TITLE] Date: [SIGNING_DATE]

[CLIENT_NAME]

Signature: ____ Name: [CLIENT_SIGNATORY_NAME] Title: [CLIENT_SIGNATORY_TITLE] Date: [CLIENT_SIGNING_DATE]

Appendix A: Examples of IP Ownership​

For clarity, below are examples of how intellectual property ownership is typically allocated in a Store.icu implementation project:

Client Owns:​

  • The specific configuration of the Client's Store.icu instance
  • Custom designs created specifically for Client (logos, branding elements, etc.)
  • Client-specific content, product information, and customer data
  • Custom code written specifically for Client's unique business requirements
  • Business logic specific to Client's operations
  • Customer data and analytics gathered through the store

Company Owns:​

  • Reusable frameworks and libraries developed by Company
  • Development tools and methodologies
  • Generic templates that can be repurposed for other clients
  • API connectors not specifically developed for Client
  • Workflow automation tools not specific to Client's business
  • Knowledge and expertise gained during the implementation

Store.icu Owns:​

  • The core Store.icu platform and all its built-in features
  • Standard Store.icu themes and templates
  • Store.icu APIs and developer tools
  • Store.icu documentation and educational materials
  • Store.icu marketplace apps and plugins

Third Parties Own:​

  • Stock photography or licensed media content
  • Open-source components (subject to their licenses)
  • Third-party plugins and integrations
  • Payment gateways and shipping provider interfaces

This classification helps clarify ownership expectations and prevents disputes during and after the implementation project.