Confidential Assignment Agreement

CONFIDENTIAL ASSIGNMENT AGREEMENT

This Confidential Assignment Agreement (the "Agreement") is made as of Effective Date: by and between Assignor Name: with a principal address at Assignor Address: , and Assignee Name: with a principal address at Assignee Address: . Assignor and Assignee each may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Assignor is the sole owner of certain Confidential Information and all right, title and interest in and to the Assigned Assets described herein and has developed, created, or otherwise acquired such assets in the course of its business; and

WHEREAS, Assignee desires to acquire, and Assignor desires to transfer and assign, all of Assignor's right, title and interest in and to the Assigned Assets, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to preserve the confidentiality of certain information and to set forth their respective rights and obligations with respect to such information and the Assigned Assets.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Assigned Assets" means all Confidential Information, inventions, discoveries, designs, works of authorship, trade secrets, data, know-how, patent rights, patent applications, copyrights, moral rights, mask work rights, and any other intellectual property rights and tangible embodiments thereof owned or controlled by Assignor and described as follows:

1.2 "Confidential Information" means information, whether written, oral, electronic or other form, that is disclosed by Assignor to Assignee or otherwise assigned hereunder and that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. ASSIGNMENT

2.1 Assignment. Assignor hereby irrevocably assigns, conveys and transfers to Assignee all of Assignor's right, title and interest in and to the Assigned Assets, including without limitation all worldwide intellectual property rights, whether registered or unregistered, and all right to sue and recover past and future damages for past, present and future infringements or misappropriations relating to the Assigned Assets.

2.2 Scope. The assignment described in Section 2.1 is intended to be absolute and perpetual, and includes all renewals, extensions, continuations, divisions and reissues of any registered right and all rights to obtain registrations, recordings or protections.

3. CONSIDERATION

3.1 Consideration. In exchange for the assignment in Section 2.1, Assignee shall pay to Assignor the following consideration: Amount: and Other Consideration:

3.2 Payment Terms. Payment of the monetary consideration, if any, will be made in accordance with the payment schedule:

4. CONFIDENTIALITY

4.1 Duty of Confidentiality. Assignee shall hold in strict confidence and shall not use, disclose or permit the disclosure of any Confidential Information except as expressly permitted by this Agreement or with Assignor's prior written consent. Assignee will take all reasonable measures to protect the confidentiality of the Confidential Information, which shall be no less than the measures it uses to protect its own confidential information of a similar nature.

4.2 Permitted Disclosures. Notwithstanding Section 4.1, Assignee may disclose Confidential Information to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth in this Agreement. Assignee remains liable for any breach of this Agreement by such persons.

5. REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants to Assignee that: (a) Assignor is the sole and exclusive owner of the Assigned Assets, free and clear of any lien, encumbrance, security interest, or adverse claim; (b) Assignor has full power, authority and legal right to execute and perform this Agreement and to grant the rights granted herein; (c) the execution and delivery of this Agreement and the performance of Assignor's obligations hereunder do not and will not conflict with any other agreement, obligation or law; and (d) to Assignor's knowledge, the Assigned Assets do not infringe or misappropriate any third party rights.

Assignee represents and warrants to Assignor that it has the full requisite power and authority to enter into this Agreement and to perform its obligations hereunder.

6. FURTHER ASSURANCES

At Assignee's expense, Assignor shall execute and deliver to Assignee such further instruments and take such further actions as may be reasonably necessary or desirable to assign, transfer, perfect, record and enforce the full rights granted to Assignee hereunder, including without limitation the execution of patent assignments, copyright assignments, and other documents reasonably requested by Assignee.

7. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee and its officers, directors, employees and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations, warranties or covenants contained in this Agreement or any claim by a third party that, if true, would constitute a breach of such representations and warranties.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTION 4 (CONFIDENTIALITY) OR SECTION 7 (INDEMNIFICATION), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, WHETHER IN CONTRACT, TORT OR OTHERWISE.

9. REMEDIES

The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief to prevent or curtail any actual or threatened breach of this Agreement.

10. NOTICES

All notices, requests, consents, demands and other communications required or permitted hereunder shall be in writing and shall be delivered to the Parties at the addresses set forth below (or to such other address as a Party may designate by notice in accordance with this Section):

11. AMENDMENT

This Agreement may be amended, modified or supplemented only by a written instrument executed by both Parties. No oral modification will be effective.

12. WAIVER

The failure of a Party to insist upon strict performance of any provision of this Agreement will not be deemed a waiver of such provision or of any other provision, and no waiver will be effective unless in writing signed by the Party to be charged.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of: without regard to conflict of laws principles.

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Facsimile or electronic copies of signatures will be deemed originals for all purposes.

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