This Design Partner Agreement ("Agreement") is entered into on [DATE] ("Effective Date") by and between [TECH STARTUP NAME] ("Startup"), having its principal place of business at [ADDRESS], and [CLIENT NAME] ("Client"), having its principal place of business at [ADDRESS].
The purpose of this Agreement is to establish the terms and conditions under which the Startup and the Client will collaborate on the development of [DESCRIPTION OF TECHNOLOGY].
All intellectual property rights associated with the technology developed under this Agreement shall remain the property of the Startup. The Client shall not use or disclose any of the Startup's confidential information or intellectual property except as necessary to perform its obligations under this Agreement.
The parties agree that all information exchanged between them in connection with this Agreement shall be kept confidential and shall not be disclosed to any third party without the prior written consent of the other party.
The parties shall negotiate in good faith the commercial terms under which the technology developed under this Agreement will be made available to the Client. The Client shall have the right to use the technology for its internal business purposes only.
The Client shall provide the Startup with access to all data necessary for the development of the technology. The Client represents and warrants that it has the right to provide such data to the Startup and that the data does not infringe any third-party intellectual property rights.
The Startup shall use the Client's data solely for the purpose of developing the technology. The Startup shall not use or disclose the Client's data to any third party without the prior written consent of the Client.
Either party may terminate this Agreement upon written notice to the other party if the other party breaches any material provision of this Agreement and fails to cure such breach within 30 days of receipt of written notice of such breach.
This Agreement shall be governed by and construed in accordance with the laws of [STATE/COUNTRY], without giving effect to any choice of law or conflict of law provision or rule.
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.