样品开发协议范本中英文

样品开发协议范本中英文
Sample Development Agreement - Template (English)
This Sample Development Agreement (the "Agreement") is made and entered into as of [Date], (the "Effective Date") by and between [Company A], with its principal place of business at [Address], (hereinafter referred to as "Company A") and [Company B], with its principal place of business at [Address], (hereinafter referred to as "Company B").
WHEREAS, Company A is engaged in the business of [Description of Company A's business];
WHEREAS, Company B is engaged in the business of [Description of Company B's business];
WHEREAS, Company A desires to develop and create a sample product (the "Sample Product") specified in Exhibit A attached hereto;
WHEREAS, Company B has the technical expertise and capability to develop and produce the Sample Product in accordance with Company A's specifications and requirements;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:
1. Development of Sample Product
1.1 Company B agrees to develop the Sample Product in accordance with the specifications and requirements provided by Company A.
1.2 Company B shall use its best efforts to complete the development of the Sample Product within the agreed timeline specified in Exhibit A.
1.3 Company A shall provide all necessary materials, information, and resources required for the development of the Sample Product.
2. Ownership of Intellectual Property
2.1 Company A shall retain all rights, title, and interest in and to any intellectual property developed as part of the Sample Product, including but not limited to patents, copyrights, trademarks, and trade secrets.
2.2 Company B agrees to assign and transfer, upon completion of the Sample Product, all rights, title, and interest in any intellectual property developed under this Agreement to Company A.
2.3 Company B shall not use, disclose, or reproduce any intellectual property of Company A without prior written consent.
3. Confidentiality
3.1 Both parties acknowledge that during the course of the development of the Sample Product, they may have access to confidential and proprietary information of the other party.
3.2 Both parties agree to keep confidential all such information disclosed during the term of this Agreement and for a period of [Number] years following its termination.
3.3 The obligation of confidentiality shall not apply to information that is publicly available or becomes publicly available without breach of this Agreement.
4. Compensation
4.1 Company A shall compensate Company B for the development of the Sample Product as specified in Exhibit A.
4.2 Payment shall be made in accordance with the terms and schedule set forth in Exhibit A.
4.3 In the event of any dispute regarding payment, both parties agree to engage in good faith negotiations to resolve the matter amicably.
5. Term and Termination
5.1 This Agreement shall commence on the Effective Date and shall continue until the completion of the Sample Product, unless terminated earlier as provided herein.
5.2 Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within [Number] days following written notice.
5.3 Termination of this Agreement shall not relieve the parties of their obligations and rights accrued prior to the effective date of termination.
6. Governing Law and Jurisdiction
6.1 This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].
6.2 Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of [Jurisdiction].
IN WITNESS WHEREOF, the parties hereto have executed this Sample Development Agreement as of the Effective Date.
[Company A]
By: [Authorized Representative]
Title: [Title]
[Company B]
By: [Authorized Representative]
Title: [Title]。