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Intellectual Property Protection Agreement

This Intellectual Property Protection Agreement (the "Agreement") is executed on this _____ day of _____________, 20____ (the "Effective Date"), by and between InnovateGuard Technologies Inc., a corporation organized under the laws of the United States, with a principal place of business at ____________________________________________ (the "Disclosing Party" or "InnovateGuard"), and ____________________________, a ________________________________, with a principal place of business at ______________________________________________________ (the "Receiving Party"). The Disclosing Party and the Receiving Party shall be collectively referred to as the "Parties."

1. Intellectual Property Rights

1.1. Definition

For the purposes of this Agreement, "Intellectual Property Rights" (or "IPR") shall include, but not be limited to, all patents, trademarks, trade secrets, copyrights, know-how, design rights, and any other intellectual property rights that may be protected under the laws of the United States.

2. Protection of Intellectual Property Rights

2.1. Acknowledgment of Ownership

The Receiving Party acknowledges that all IPR owned or controlled by the Disclosing Party, or any of its affiliates or licensors, now existing or subsequently created, including any improvements or modifications thereto (collectively, the "Protected Information"), are and shall remain the sole and exclusive property of the Disclosing Party.

2.2. Protective Measures

The Receiving Party agrees to take all necessary precautions to safeguard and prevent the unauthorized disclosure, use, or reproduction of the Protected Information, including, without limitation, implementing and maintaining physical, electronic, and procedural security measures commensurate with industry standards or as otherwise reasonably required by the Disclosing Party.

3. Confidentiality

3.1. Confidentiality Obligations

The Receiving Party shall not, without the prior written consent of the Disclosing Party, directly or indirectly disclose, divulge, reveal, or transfer to any person or entity, any Protected Information received in connection with this Agreement, except as required by law or as may be necessary to perform its obligations hereunder. The Receiving Party shall limit access to the Protected Information to only those of its employees, agents, or contractors who have a need to know the same and who are bound by written confidentiality obligations no less stringent than those contained in this Agreement.

3.2. Return or Destruction of Confidential Information

Upon termination or expiration of this Agreement, or at any time upon the request of the Disclosing Party, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all copies of the Protected Information in its possession or control, and certify in writing that it has complied with this provision.

4. No Warranties or Licenses

Except as expressly set forth in this Agreement, the Disclosing Party does not grant, and the Receiving Party does not receive, any rights, licenses, or sublicenses, express or implied, under or in connection with any IPR owned by or licensed to the Disclosing Party. All rights not expressly granted to the Receiving Party in this Agreement are reserved by the Disclosing Party.

5. Injunctive Relief

The Receiving Party agrees that any breach or threatened breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages alone would be inadequate. Accordingly, the Receiving Party agrees that the Disclosing Party shall be entitled to seek injunctive relief or specific performance of this Agreement, in addition to any other relief available at law or in equity, without the necessity of posting a bond or other security.

6. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by arbitration in accordance with the rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be held in a location mutually agreed upon by the Parties, and if the Parties cannot agree on a location, the arbitration shall be held in the city closest to the principal place of business of the Disclosing Party.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of laws provisions.

8. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions of this Agreement.

9. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral, between the Parties with respect to such subject matter.

10. Amendment

This Agreement may only be modified, amended, or supplemented by a written instrument signed by authorized representatives of both Parties.

11. Counterparts

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have executed this Intellectual Property Protection Agreement as of the Effective Date.

InnovateGuard Technologies Inc. Receiving Party

By: _______________________________ By: ____________________________

Name: _______________________________ Name: __________________________

Title: _______________________________ Title: ___________________________

Date: _______________________________ Date: ___________________________