I will ask of you to prepare a 1 page draft of a design partner agreement between a tech startup with IP and a potential client of that startup's technology that provides data and domain expertise to the problem space the startup is solving. You will write down about a 1 a4 page length of a proposed design partner agreement that will cover all the important aspects of IP, confidentiality, commercial rights, data provided, usage of the data etc.

Design Partner Agreement This Design Partner Agreement (the "Agreement") is made and entered into as of [DATE] by and between [TECH STARTUP] ("Startup"), a company incorporated under the laws of [STATE/COUNTRY], and [POTENTIAL CLIENT] ("Client"), a company incorporated under the laws of [STATE/COUNTRY]. WHEREAS, Startup has developed certain proprietary technology and intellectual property (collectively, "IP") relating to [TECHNOLOGY AREA], which it desires to license to Client for use in solving [PROBLEM SPACE]; WHEREAS, Client possesses data and domain expertise relevant to [PROBLEM SPACE] and is interested in collaborating with Startup to develop solutions using Startup's IP; NOW, THEREFORE, the parties hereby agree as follows: 1. License Grant. Subject to the terms and conditions of this Agreement, Startup grants to Client a non-exclusive, non-transferable license to use the IP solely in connection with the development of solutions for [PROBLEM SPACE]. 2. Confidentiality. The parties acknowledge that during the course of the collaboration, they may disclose confidential information to each other. The parties agree to keep such information confidential and not to disclose it to third parties without the other party's prior written consent, except as required by law. 3. Ownership of IP. Startup shall retain ownership of all IP, including any improvements or modifications made by Client. Client acknowledges and agrees that it has no ownership interest in the IP and that its use of the IP is limited to the scope of the license granted in this Agreement. 4. Commercial Rights. The parties agree to negotiate in good faith the terms of any commercialization of solutions developed under this Agreement. If the parties are unable to reach an agreement within a reasonable time, each party shall have the right to pursue commercialization independently. 5. Data Provided. Client shall provide Startup with access to all data relevant to [PROBLEM SPACE] that is necessary for the development of solutions using the IP. Client warrants that it has the right to provide such data to Startup and that the data is accurate and complete. 6. Usage of Data. Startup shall use the data provided by Client solely for the purpose of developing solutions using the IP. Startup shall not disclose or use the data for any other purpose without Client's prior written consent. 7. Term and Termination. This Agreement shall commence on the date first written above and shall continue until terminated by either party upon written notice to the other party. Upon termination of this Agreement, all licenses granted under this Agreement shall immediately terminate. 8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [STATE/COUNTRY] without giving effect to any conflict of law principles. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between the parties, whether written or oral. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. [TECH STARTUP] By: [AUTHORIZED SIGNATORY] Title: [TITLE] [POTENTIAL CLIENT] By: [AUTHORIZED SIGNATORY] Title: [TITLE]