Financial Bank Card Invention

Financial Bank Card Invention Agreement

Parties

This Agreement is made and entered into by and between:

Recitals

WHEREAS, Company is engaged in the development, issuance and management of financial payment cards and related systems and desires to obtain innovations relating to card architecture, secure element integration, transaction authentication, and related software and hardware improvements (the Financial Bank Card Invention);

WHEREAS, Inventor is knowledgeable and experienced in the design and development of card-based payment technologies and has conceived or will conceive certain inventions, designs, improvements and trade secrets relating to the Financial Bank Card Invention;

WHEREAS, Company seeks to engage Inventor to design, develop, deliver and assign all right, title and interest in the Financial Bank Card Invention under the terms and conditions set forth in this Agreement.

Scope of Work

Inventor shall perform the design, development, prototyping, testing and documentation services necessary to conceive and deliver the Financial Bank Card Invention, including but not limited to hardware schematics, secure element integration, card operating firmware, authentication protocols, compliance testing support and technical specifications (collectively, the Services). The Parties agree that the Services will conform to the deliverables and acceptance criteria described below.

Payment Terms

In consideration for the Services and the assignment of rights to the Financial Bank Card Invention, Company shall pay Inventor the fees and reimburse authorized expenses in accordance with the payment schedule below.

Late payments shall accrue interest at a rate equal to on the outstanding balance, compounded monthly, until paid. Inventor shall invoice Company in accordance with the Payment Schedule and Company shall pay undisputed invoices within days of receipt.

Intellectual Property and Assignment

Inventor hereby irrevocably assigns, transfers and conveys to Company, and agrees to cause to be assigned or to assign to Company, without further consideration, all right, title and interest in and to all inventions, discoveries, designs, improvements, works of authorship, know-how and trade secrets conceived, made, developed or reduced to practice by Inventor, alone or with others, in the course of performing the Services or using Company Confidential Information (collectively, the Assigned Inventions). Inventor shall execute and deliver, and cause its employees and contractors to execute and deliver, all documents and take all actions reasonably requested by Company to effect, perfect or confirm such assignment, including prosecution, maintenance and enforcement of patent applications and other intellectual property rights.

Inventor further waives and agrees never to assert any moral rights or similar rights with respect to the Assigned Inventions to the maximum extent permitted by law.

Representations, Warranties and Covenants

Inventor represents and warrants that: (a) Inventor has full right and authority to enter into this Agreement and to assign the Assigned Inventions as provided herein; (b) the Services and Assigned Inventions will not knowingly infringe any third party intellectual property rights; and (c) Inventor is not subject to any contractual obligation or nondisclosure agreement that would limit Inventor’s ability to perform the Services or assign the Assigned Inventions.

Company represents and warrants that Company has the corporate power to enter into this Agreement and to accept assignment of the Assigned Inventions.

Confidentiality

"Confidential Information" means all non-public information disclosed by a Party to the other Party, whether disclosed orally, visually or in writing, 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, including technical data, prototypes, designs, specifications, business plans and customer information. Each receiving Party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own similar confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement.

The obligations under this section shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (iv) is required to be disclosed by law, provided the receiving Party gives prompt notice and cooperates with the disclosing Party to seek protective measures.

Term; Termination

This Agreement commences on the Effective Date and shall continue until completion of the Services and transfer of all Assigned Inventions, unless earlier terminated as provided herein.

Effective Date:    Term End Date:

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after written notice. Company may terminate for convenience upon written notice of days, in which case Company shall pay Inventor for Services performed and expenses authorized through the effective date of termination.

Sections concerning Intellectual Property, Confidentiality, Indemnification, Limitation of Liability and Survival shall survive termination or expiration of this Agreement.

Indemnification and Limitation of Liability

Inventor shall indemnify, defend and hold harmless Company and its officers, directors and employees from and against any third-party claims alleging that the Assigned Inventions infringe any patents, copyrights or trade secrets, provided Company gives prompt written notice and reasonable cooperation in the defense. Company’s sole and exclusive remedies for any breach of this Agreement shall be as expressly set forth herein. Neither Party shall be liable for consequential, incidental, special or punitive damages except for liability arising from willful misconduct or a breach of confidentiality or assignment obligations.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The Parties agree that the state and federal courts located in the chosen jurisdiction shall have exclusive jurisdiction over disputes arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement will be effective unless in a writing signed by authorized representatives of both Parties.

Miscellaneous Provisions

Neither Party may assign this Agreement or its rights hereunder without the other Party’s prior written consent, except that Company may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

Execution

The Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date set forth below.

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