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Intellectual Property Valuation Agreement

This Intellectual Property Valuation Agreement (the "Agreement") is entered into as of [Effective Date], by and between [Party A], a [type of entity and state of incorporation/formation] ("Party A"), and [Party B], a [type of entity and state of incorporation/formation] ("Party B"), collectively referred to as the "Parties."

1. Purpose

1.1. Scope of Services

The purpose of this Agreement is to set forth the terms and conditions under which Party A and Party B agree to engage in the valuation of certain intellectual property assets (the "Valuation Services") as described herein. The specific intellectual property assets subject to this Agreement shall be identified in a separate Intellectual Property Asset Schedule to be appended hereto and incorporated herein by this reference (the "IP Assets").

2. Valuation Methodology

2.1. Selection of Methods

The Parties shall agree upon the appropriate valuation methods for the IP Assets, giving due consideration to the specific attributes and characteristics of such assets. The valuation methods that may be employed in performing the Valuation Services include, but are not limited to, the following:

(a) Cost Method;

(b) Market Method;

(c) Income Method; and

(d) Any other method the Parties deem appropriate.

2.2. Standards and Practices

The Valuation Services shall be conducted in accordance with generally accepted appraisal standards and practices in the United States, including any applicable guidance provided by the American Society of Appraisers or other professional appraisal organizations.

3. Valuation Experts

3.1. Appointment of Experts

The Parties agree that one or more independent and qualified valuation experts (each, a "Valuation Expert") may be appointed to perform the Valuation Services. The Parties shall jointly select and agree upon any Valuation Expert(s) to be retained under this Agreement.

3.2. Expert Qualifications

Any Valuation Expert retained to perform the Valuation Services shall possess the necessary qualifications, experience, and expertise in the area of intellectual property valuation and shall be a member in good standing of a recognized professional appraisal organization.

3.3. Independence

Each Valuation Expert shall act independently and impartially in performing the Valuation Services and shall not be an affiliate or representative of either Party A or Party B. Further, each Valuation Expert shall disclose any conflicts of interest, if any, prior to appointment or during the valuation process.

4. Valuation Process and Deliverables

4.1. Deliverables and Timelines

Upon completion of the Valuation Services, the Valuation Expert(s) shall prepare and submit to each Party a detailed and comprehensive valuation report, containing, at a minimum, the following information:

(a) A description of the IP Assets;

(b) The valuation methodology or methodologies employed;

(c) An explanation and rationale for any key assumptions, data, or analysis used in the valuation;

(d) The final valuation conclusion; and

(e) Any other information deemed relevant by the Valuation Expert(s).

4.2. Dispute Resolution

In the event that any disputes arise between the Parties concerning any aspect of the Valuation Services or the resulting valuation report, the following process shall be utilized to resolve such disputes:

(a) The Parties shall attempt to resolve the dispute in good faith through negotiations;

(b) If the Parties are unable to resolve the dispute through negotiations, a second Valuation Expert may be retained, with the same qualifications as the initial Valuation Expert, to review and determine the validity of the contested aspects of the valuation; and

(c) The decision of the second Valuation Expert shall be final and binding upon the Parties.

5. Confidentiality

5.1. Confidentiality Obligations

Each Party, including any Valuation Expert(s), shall maintain the confidentiality of all information, including the IP Assets and any trade secrets, disclosed to them in connection with the performance of the Valuation Services.

6. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the United States and the state of [state], without giving effect to any principles of conflicts of law. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in [state].

7. Miscellaneous

7.1. Entire Agreement

This Agreement, including any Intellectual Property Asset Schedule and any other documents executed contemporaneously herewith, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes any prior agreements, representations, or understandings, whether written or oral, relating thereto.

7.2. Amendments

No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

7.3. Counterparts

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

IN WITNESS WHEREOF, the Parties have duly executed this Intellectual Property Valuation Agreement as of the date first written above.

[Party A]
__________________________
[Name], [Title]

[Party B]
__________________________
[Name], [Title]