Joint Development Agreement Template

This Joint Development Agreement (“Agreement”) is entered into on [Date], by and between:

Party A: [Full Legal Name / Company Name]
Address: [Address]
Contact: [Phone, Email]

Party B: [Full Legal Name / Company Name]
Address: [Address]
Contact: [Phone, Email]

Together referred to as the “Parties.”

1. Purpose

The Parties wish to collaborate on the research, design, and/or development of [describe product, technology, or project] under the terms of this Agreement.

2. Project Scope

• Detailed description of the project and deliverables is attached in Schedule A.

• Milestones, responsibilities, and timelines are agreed upon by both Parties.

3. Contributions

• Party A Contributions: [funding, personnel, facilities, IP rights].

• Party B Contributions: [funding, personnel, facilities, IP rights].

• Additional contributions may be agreed upon in writing.

4. Intellectual Property (IP) Ownership

• Pre-existing IP: Each Party retains ownership of IP it owned prior to this Agreement.

• Jointly Developed IP: Unless otherwise agreed, IP created jointly shall be co-owned.

• Licensing: Each Party grants the other a license to use joint IP for project purposes.

5. Confidentiality

Both Parties agree to keep confidential any proprietary or sensitive information exchanged under this Agreement. Confidentiality obligations shall survive termination.

6. Funding and Cost Sharing

The Parties agree to share costs as follows: [define proportions, e.g., 50/50, or per contribution]. Detailed cost allocation is included in Schedule B.

7. Commercialization

The Parties shall agree in writing on how any resulting products or technologies will be marketed, sold, and profits distributed.

8. Representations and Warranties

Each Party represents that it has the authority to enter this Agreement and that participation does not violate any other agreement.

9. Liability and Indemnification

Each Party shall be responsible for its own acts and omissions. Parties agree to indemnify each other against claims arising from breaches or negligence.

10. Term and Termination

• Term: This Agreement begins on [Start Date] and continues until [End Date/Project Completion].

• Either Party may terminate with [30/60] days’ written notice or for material breach.

11. Governing Law

This Agreement shall be governed by the laws of [State/Country].

12. Dispute Resolution

Parties agree to resolve disputes through good faith negotiation, mediation, or arbitration before litigation.

13. Entire Agreement

This document constitutes the entire understanding and supersedes all prior communications.

Signatures

Party A: ____________________________ Date: _________
Name/Title: _________________________________________

Party B: ____________________________ Date: _________
Name/Title: _________________________________________