Fill and Sign the Assignment Acknowledgment Form

Employee Proprietary Rights Assignment and Acknowledgment Assignment and Acknowledgment Agreement made on the ________________ (date) , between ______________________ (Name of Employee) of ______________ ______________________________________________________________________ (street address, city, state, zip code) , referred to herein as Employee, and ______________________ (Name of Employer), a corporation organized and existing under the laws of the state of _________________, with its principal office located at ______________________________________________________________________ (street address, city, state, zip code) , referred to herein as Company. For and in consideration of my continued employment with the Company, the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Prior Work Through the course of the employment of the undersigned with the Company, Employee has been, and will be involved in and contribute to the development of certain items that are proprietary to the Company and of strategic and operational advantage to the Company. These items may have included and will include items that are copyrightable and subject to patent and/or trademark protection of the laws of the United States and the state of ____________________ (name of state). These items include, but are not limited to, proprietary information (the Proprietary Information) such as trade secrets or any other information disclosed to Employee or known to Employee as a consequence of or through my relationship with the Company which is not public knowledge, including information relating to research, development, inventions, manufacture, purchasing, accounting, engineering, marketing, merchandising, patents, copyrights, proprietary information, systems, procedures, manuals, confidential reports, and lists of customers (which are deemed for all purposes confidential and proprietary), processes, formulas, data and know-how, improvements, inventions, techniques, marketing plans, strategies, data sets, forecasts, software, system manuals, design documentation, source and object code, and other documentation relating to the existing, and any future, computer/data processing systems of the Company as well as the nature and type of services rendered by the Company, the equipment and methods used and preferred by the Company’s customers, supplier information and information regarding the preferences of customers and the fees paid by them. Employee acknowledges that all of such information has significant commercial value in the business in which Company is engaged 2. Nondisclosure of Proprietary Information All Proprietary Information is the sole property of the Company and Company and shall be the sole owner of all such Proprietary Information. At all times, both during my employment by the Company and after termination, the undersigned Employee will keep in confidence and trust all Proprietary Information, and will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company, except as may be necessary in the ordinary course of performing my duties as an employee of the Company. 3. Return of Materials upon Termination Upon termination of employment or at the request of the Company before termination, Employee will deliver to the Company all written and tangible material in my possession incorporating the Proprietary Information or otherwise relating to the Company's business. I agree that I shall not retain any copies or other forms of work product or any other Proprietary Information and that I shall turn all such items over to the Employer prior to my departure. 4. Inventions As used in this Agreement, the term Invention means any and all new or useful art, discovery, improvement, technical development, or invention whether or not patentable, and all related know ‐how, designs, mask works, trademarks, formulae, processes, manufacturing techniques, trade secrets, ideas, artwork, software or other copyrightable or patentable works. 5. Disclosure of Prior Inventions Employee has identified on Exhibit A attached hereto all inventions relating in any way to the Company's business or demonstrably anticipated research and development which were made by Employee prior to his employment with the Company (my Prior Inventions ), and Employee represent that such list is complete. Company recognizes and agrees that it has no rights in any such inventions. If there is no such list on Exhibit A, Employee represents that he has made no such Prior Inventions at the time of signing this Agreement. 6. Ownership of Company Inventions; License of Prior Inventions A. Employee acknowledges that all original works of authorship which are made by Employee (solely or jointly with others) within the scope of employment and which are protectable by copyrights are works made for hire as that term is defined in the United States Copyright Act (17 USCA § 101 et seq.) Employee hereby assigns and agrees to assign to the Company his entire right, title, and interest in and to all Inventions and any associated intellectual property rights which Employee may solely or jointly conceive, develop or reduce to practice during the period of employment with the Company. B. Employee agrees to grant the Company or its designees a royalty free, irrevocable, worldwide license to practice all applicable patent, copyright and other intellectual property rights relating to any Prior Inventions which Employee incorporated, or permit to be incorporated, in any Company Inventions. 7. Future Inventions Employee acknowledges that Inventions or Proprietary Information relating to his activities while working for the Company and conceived or made by Employee, alone or with others, within one (1) year after termination of employment was conceived in significant part while employed by the Company. Accordingly, Employee agrees that such Inventions and Proprietary Information shall be presumed to have been conceived during employment with the Company and are to be assigned to the Company. 8. Cooperation in Perfecting Rights to Inventions A. Employee agrees to perform, during and after employment with Company, all acts deemed necessary or desirable by the Company to permit and assist it, at its expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Inventions hereby assigned to the Company. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in the registration and enforcement of applicable patents, copyrights, mask works or other legal proceedings. B. In the event that the Company is unable for any reason to secure Employee’s signature to any document required to apply for or execute any patent, copyright, mask work or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Employee hereby irrevocably designates and appoints Company and its duly authorized officers as his and attorneys ‐in ‐fact to act for and on Employee’s behalf and instead of Employee, to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, mask works or other rights thereon with the same legal force and effect as if executed by Employee. 9. No Violation of Rights of Third Parties Employee’s performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Employee prior to his employment with the Company, and Employee will not disclose to the Company, or induce the Company to use, any confidential or proprietary information or material belonging to any previous employer or others. Employee is not a party to any other agreement which will interfere with his full compliance with this Agreement. Employee agrees not to enter into any agreement, whether written or oral, in conflict with the provisions of this Agreement. 10. Injunctive Relief A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). 11. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 12. No WaiverThe failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 13. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _____________. 14. Notices Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 15. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 16. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 17. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 18. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 19. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 20. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 21. Compliance with Laws In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. 22. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ________________________ (Name of Company/Employer) ________________________ By:_________________________ (Printed Name of Employee) _________________________ ________________________ (Printed name & Office in Corporation) (Signature of Employee) _________________________ (Signature of Officer) Attach Exhibits