Required Contents of Contract

  1. Law
  2. Tennessee Code
  3. Commercial Instruments and Transactions
  4. Trade Practices
  5. Invention Development
  6. Required Contents of Contract

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Every contract for invention development services shall set forth in at least ten (10) point boldface type, or equivalent size if handwritten, all of the following:

  1. The terms and conditions of payment required by § 47-25-1206;
  2. A full and detailed description of the acts or services that the invention developer undertakes to perform for the customer. To the extent that the description of acts or services affords the invention developer discretion to decide what acts or services are to be performed by the invention developer, the invention developer shall exercise that discretion to promote the best interests of the customer;
  3. A statement whether the invention developer undertakes to construct one (1) or more prototypes, models, or devices embodying the customer's invention;
  4. A statement whether the invention developer undertakes to sell or distribute one (1) or more prototypes, models, or devices embodying the customer's invention;
  5. The name of the person or firm contracting to perform the invention development services, the name under which the person or firm is doing or has done business as an invention developer, and the name of any parent, subsidiary, or affiliated company that may engage in performing the invention development services;
  6. The invention developer's principal business address and the name and address of its agent in the state of Tennessee authorized to receive service of process;
  7. The business form of the invention developer, whether corporate, partnership, or otherwise;
  8. A statement of the fee charged, a statement that a portion of the fee charged will be paid as a commission or other similar payment, if, in fact, it is intended to be so paid, to a person inducing, directly or indirectly, a customer to contract for the services of the invention developer, which statement shall specify the names of the person or persons receiving the payment; and a statement of the approximate portion of the fee charged, if any, that will be expended for services relating to patent matters;
  9. A statement that the invention developer does not intend to expend more for the invention development services than the fee charged the customer, if, in fact, it does not, and if it does so intend, a statement of the estimated expenditures of the invention developer in excess of the fee received from the customer;
  10. If any oral or written representation of estimated or projected customer earnings is made, a statement of such estimation or projection and the data upon which it is based;
  11. A single statement setting forth both:
    1. The total number of customers who have contracted with the invention developer; provided, that the number need not reflect those customers who have contracted within the last thirty (30) days; and
    2. The number of customers who have received, by virtue of the invention developer's performance of invention development services, an amount of money in excess of the amount of money paid by such customers to the invention developer;
  12. A statement that the invention developer is required to maintain all records and correspondence relating to performance of the invention development services for that customer for a period not less than three (3) years after expiration of the term of the contract for invention development services;
  13. The name and address of the custodian of all records and correspondence relating to the performance of the invention development services;
  14. A statement that the records and correspondence required to be maintained by subdivision (13) will be made available to the customer or the customer's representative for review and copying at the customer's expense on the invention developer's premises during normal business hours upon seven (7) days' written notice, the time period to begin from the date the notice is placed in the United States mail properly addressed first class postage prepaid;
  15. A statement of the expected date of completion of the invention development services; and
  16. A statement as follows: “This contract between you and the invention developer is regulated by law. The invention developer is not qualified or permitted to advise you whether protection of your idea or invention is available under the patent, copyright, or trademark laws of the United States or any other law. This contract does not provide any patent, copyright, or trademark protection for your idea or invention. If your idea or invention is patentable, copyrightable, or subject to trademark protection, or infringes an existing valid patent, copyright, or trademark or a patent, copyright, or trademark for which application has been made, your failure to inquire into these matters may affect your rights to your idea or invention.”


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