59.1-213 - Mandatory contract terms.
§ 59.1-213. Mandatory contract terms.
Every contract for invention development services shall set forth in boldfacetype of not less than ten-point size all of the following:
1. The terms and conditions of payment required by § 59.1-209.
2. A full, clear and concise description of the specific acts or servicesthat the invention developer undertakes to perform for the customer; and, tothe extent that the description of the specific acts or services affordsdiscretion in the invention developer as to what specific acts or serviceswill be performed, the invention developer shall be deemed a fiduciary.
3. A statement as to whether the invention developer undertakes to construct,sell or distribute one or more prototypes, models or devices embodying thecustomer's invention.
4. The full name and principal place of business of the invention developerand the name and principal place of business of any parent, subsidiary oraffiliated company that may engage in performing any of the inventiondevelopment services.
5. The names and addresses of the persons and organizations, other thanemployees of the invention developer, that may perform any of the inventiondevelopment services.
6. A statement of the fee charged, and the proposed specific application ofthe proceeds of such fee by the invention developer, including but notlimited to the approximate portion that will be expended for servicesrelating to patent matters, and all portions of the fee that represent salescommissions, incentive payments, finder's fees, or any amounts intended tocompensate any agent, employee, salesman or other person for procuring thecustomer.
7. A statement as to whether the invention developer intends to expend morefor the invention development services than the cash fee charged the customer.
8. If any oral or written representation of estimated or projected customerearnings is given by the invention developer, a statement of such projectionor estimation and a description of the data upon which it is based.
9. A statement as to whether or not the invention developer or any officerthereof is licensed to practice law in any jurisdiction or is a registeredpatent agent with the United States Patent and Trademark Office.
10. The name and address of the custodian of all records and correspondencepertaining to the contracted for invention development services, and astatement that the invention developer is required to maintain all recordsand correspondence relating to performance of the invention developmentservices for that customer for a period of not less than two years afterexpiration of the term of the contract for invention development services,which records and correspondence will be made available to the customer orhis representative for review and copying at the customer's reasonableexpense on the invention developer's premises during normal business hoursupon seven days' written notice.
11. A statement setting forth a time schedule for performance of theinvention development services, including an estimated date by whichperformance of the invention development services is expected to be completed.
(1977, c. 649.)