ผู้ประดิษฐ์ร่วม

This ASSOCIATE CO-INVENTOR SUBMISSION AGREEMENT (the “Agreement”) is made between:

Timothy Jacob Jensen Studios, business reg. no. 35273689, Hejlskovvej 106, 7840 Højslev, Denmark (hereinafter referred to as “TJJS”); and The Submitter of this project, name and personal information disclosed in the above form points 1-5 (hereinafter referred to as the “Co-creator”)
(TJJS and the Co-creator hereinafter a “Party” or collectively the “Parties”).


1.BACKGROUND
1.1 The background for the Agreement is that the Co-inventor, simultaneously with the entering of this Agreement, is submitting a proposed design of a product (the “Invention”) on TJJS’ website.

1.2 TJJS may further develop the Invention into a product ready for TJJS’ Creative Warehouse and possible marketing and sale (the “Project”). The Co-inventor may receive benefits from the Project subject to a separate Associate Co-inventor Agreement provided by TJJS.

1.3 It is TJJS’ intention that the Invention will be produced and marketed by a third party (a “Client”) subject to an agreement made between TJJS and the Client (“Client Agreement”). However, this Agreement does not entail any obligation for TJJS to actually conclude any agreements with such Client or any other third party about production and/or marketing of the Invention or a product related to the Invention.

2.TJJS’ review of the project
2.1 Following the Co-inventor’s submission of the Invention, as described in clause 1.1, TJJS shall review the Invention.

2.2 Following the review, TJJS can, subject to TJJS’ own discretion, decide to offer the Co-inventor the option of entering a separate Associated Co-inventor Agreement provided by TJJS, as described in clause 1.2.

2.3 TJJS shall notify the Co-inventor about the result of the review within 30 days after the Co-inventors submission of the Invention, cf. clause 1.1.

3.Intellectual property rights
3.1 Any and all ownership and intellectual property rights in and to all work products of any kind submitted by the Co-inventor, cf. clause 1.1, including, without limitation, materials, knowhow, inventions, designs, copyrights, trademarks and other intellectual property rights, shall automatically pass to TJJS when such rights come into existence. No rights of any kind shall remain with the Co-inventor (except for intellectual property rights which cannot be assigned according to applicable mandatory law).

3.2 In fulfilment of clause 4.1 hereof, the Co-inventor shall deliver to TJJS all work products in its possession or control and perform all such acts and do all such things at own expense as are reasonable necessary to perfect TJJS’ ownership of the work product and intellectual property rights.

3.3 TJJS shall have the right, but not the obligation, to register any rights according to clause 4.1.

3.4 Unless TJJS notifies the Co-inventor that TJJS’ has decided to offer the Co-inventor the option of entering af separate Associated Co-inventor Agreement, cf. clause 2.2, within the period of 30 days mentioned in clause 2.3, the intellectual property rights mentioned in clause 3.1 shall return to the Co-inventor when said period expires.

4.Confidentiality
4.1 If and when entering af possible separate Associate Co-inventor Agreement, as described in clause 1.2, the Co-inventor is expected to read and accept a separate Non-Disclosure Agreement made between the Parties (the “NDA”).

4.2 The Agreement or the termination hereof does not affect the Parties’ rights and obligations according to the NDA.
Material breach of the NDA committed by the Co-inventor is also regarded as a material breach of the Agreement.

5.Limitation of liability
5.1 TJJS shall not in any event be responsible or liable of any special, direct, indirect, consequential, exemplary or incidental loss or damage caused to a third party and arising out of or relating to the Project, the Invention or the Agreement including its Appendixes.

5.2 The Co-inventor shall hold TJJS harmless from and against any and all third party claims and other liabilities as set out in clause 6.1, including reasonable attorney’s fees.

5.3 TJJS is obligated to limit TJJS’ and the Co-inventor’s liability for claims made by the Client.

6.Termination
6.1 The Co-inventor cannot terminate the Agreement before the period of 30 days mentioned in clause 2.3 has expired.

6.2 Following the period mentioned in clause 6.1, the Co-inventor may terminate the Agreement at any time for any reason with an advanced notice of 30 days. In such case, the intellectual property rights mentioned in clause 3.1 shall return to the Co-inventor.

6.3 TJJS may terminate the Agreement at any time for any professional reasons with an advance notice of 30 days by providing the Co-inventor with a written notification stating TJJS’ professional reasons for terminating the Agreement.

6.4 Notwithstanding the clauses above, each Party may terminate the Agreement effective immediately in case of material breach of the Agreement committed by the other Party.

7.Miscellaneous
7.1 The Agreement takes effect when the Agreement is accepted by the Co-inventor.

7.2 Any changes to the Agreement shall be in writing and duly signed by both Parties.

7.3 The Agreement is personal to the Co-inventor, and the Co-inventor shall not assign any rights or obligations hereunder subcontract his/her duties without written consent from TJJS.

7.4 With his/her signature on the Agreement, the Co-inventor accepts that TJJS may transfer TJJS’ rights and obligations according to the Agreement to a company owned directly or indirectly by Timothy Jacob Jensen without advance notice. TJJS shall in such case notify the Associate in writing about such transfer.

8.Choice of law and venue
8.1 The Agreement is governed by and shall be interpreted in accordance with Danish law, excluding, however, the United Nations Convention on Contracts for the International Sale of Goods (CISG), and without regard to any conflict of law principles leading to the application of the laws of any other jurisdiction.

8.2 Any dispute arising out of or in connection with the Agreement, including any disputes regarding the existence, validity or termination thereof, shall be submitted to the exclusive jurisdiction of the Danish Courts, with The City Court of Viborg as first instance.