Mutual confidentiality and IP schedule

This schedule is between [PARTY_A_LEGAL_NAME_AND_ADDRESS] and [PARTY_B_LEGAL_NAME_AND_ADDRESS], effective [SIGNED_EFFECTIVE_DATE], for [PERMITTED_PURPOSE] in connection with [ENGAGEMENT_REFERENCE]. Each may disclose or receive protected information. Only the completed and signed schedule creates the proposed obligations; this draft does not itself bind either party.

Confidential information means non-public information disclosed in any form that is marked confidential or reasonably understood to be confidential from its nature or context, including product plans, source code, credentials, customer and supplier data, pricing, financial information and the non-public terms of negotiations. It excludes information the recipient can show was lawfully known without restriction, became public without breach, was independently developed without use of the disclosure, or was lawfully obtained from an unrestricted source.

Personal data remains subject to applicable law even if it appears in a public source. Confidentiality is not permission to collect or disclose unnecessary personal information.

Use protected information solely for the permitted purpose. Apply at least reasonable care and no less care than for similarly sensitive information of your own. Give access only to authorized personnel and advisers who need it and are subject to appropriate confidentiality obligations; remain responsible for disclosures you authorize. No public case study, logo use or disclosure to an external AI service is permitted without the relevant owner's authorization.

A recipient may disclose information as legally required, or for protected reporting or professional advice. Where lawful and practical, give advance notice, disclose only what is required and seek appropriate confidential treatment. Nothing prevents reporting suspected wrongdoing or exercising a statutory right.

Report suspected unauthorized access or disclosure to [SECURITY_CONTACTS] promptly, provide known facts without avoidable delay, and cooperate to contain harm. Each party remains responsible for its own legally required notices. Stop use and return or delete unnecessary copies when the purpose ends or the owner reasonably requests, except for records lawfully retained to meet legal duties or preserve claims. Restrict and protect any retained copies.

Ordinary contractual confidentiality continues for three years after the last disclosure under this schedule. Trade secrets remain protected while they qualify as trade secrets, and personal-data duties continue for as long as applicable law requires. This duration does not authorize use of another party's IP or override a longer expressly agreed protection.

Commissioned deliverables and acceptance criteria: [DELIVERABLES_AND_CRITERIA]. Creator and intended rights recipient for each item: [CREATOR_AND_RECIPIENT]. Background materials retained by each owner: [BACKGROUND_IP_INVENTORY]. Third-party or open-source components, license conditions and attribution: [THIRD_PARTY_MATERIALS]. Approved production use before transfer, if any: [INTERIM_LICENSE]. Write 'none' where a schedule is genuinely empty rather than leaving it uncertain.

Compensation attributable to each assigned deliverable and the payment trigger: [IP_COMPENSATION_ALLOCATION]. For a commission-only arrangement, specify a clear amount or objective payment event; do not make ownership depend on an undefined stream of future commissions. Other commission and fee obligations remain separately enforceable.

On full payment of the identified compensation for a deliverable, its creator assigns to the named recipient the transferable economic IP rights it owns in that original commissioned deliverable, for the full lawful duration and territory of those rights. The creator will reasonably assist with further documents needed to perfect the transfer, at the recipient's reasonable cost. Each party warrants that it has authority over rights it purports to grant and will disclose material restrictions.

Background IP remains with its owner. To the extent embedded in an assigned deliverable, its owner grants the recipient a perpetual, non-exclusive, worldwide, royalty-free permission to use, reproduce and adapt it as necessary to use and maintain that deliverable, with authorized service providers and a lawful successor to the relevant business. Disclosed third-party licenses control their own materials. Any broader distribution or sublicensing right must be stated expressly.

No assignment of unrelated inventions, moral rights that cannot lawfully be assigned, trademarks, customer relationships or another person's IP is implied. The parties must agree any legally permissible moral-rights consent specifically; there is no blanket waiver here. Paying for a copy of work and owning copyright are different matters.

Either party may seek available urgent relief for misuse; this schedule does not guarantee an injunction or predetermine damages. Governing law and dispute forum: [LAW_AND_FORUM], subject to mandatory rights. This schedule supersedes the engagement's confidentiality or IP terms only to the extent a specific conflict is expressly addressed; all other engagement terms remain intact. Amendments require both parties' written agreement.

Party A authorized signatory: [NAME_TITLE_SIGNATURE_DATE]. Party B authorized signatory: [NAME_TITLE_SIGNATURE_DATE]. Identify attached schedules by title and version. Sign externally using a method suitable for the parties and any required formalities; storing a link on Counterpart is not a substitute for executing this document.