Intellectual Property Policy Agreement

INTELLECTUAL PROPERTY POLICY AGREEMENT

This Intellectual Property Policy Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Company Name: , a organized under the laws of with principal address (hereinafter "Company"), and Covered Individual Name: , an individual with address (hereinafter "Covered Individual"). Company and Covered Individual may be referred to herein jointly as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Company has developed and maintains proprietary technology, trade secrets, copyrighted materials, trademarks and other intellectual property used in its business operations;

WHEREAS, Covered Individual is or will be engaged by Company as an employee, consultant or contractor and, in connection with that engagement, may conceive, develop, create, or otherwise contribute to intellectual property; and

WHEREAS, the Parties desire to set forth the rights and obligations with respect to ownership, protection and use of intellectual property created or used in connection with Covered Individual’s relationship with Company;

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

1. DEFINITIONS

1.1 "Intellectual Property" means inventions (whether or not patentable), discoveries, developments, designs, improvements, trade secrets, know-how, processes, algorithms, software (including source code and object code), documentation, databases, user interfaces, works of authorship, copyrighted material, mask works, moral rights, trademarks, service marks and trade names, and all rights therein, arising directly or indirectly from Covered Individual’s engagement with Company.

1.2 "Company Materials" means all documents, data, equipment, tools, samples, specifications, confidential information and other tangible or intangible property provided by Company to Covered Individual.

2. OWNERSHIP

2.1 Assignment. Covered Individual hereby assigns and agrees to assign to Company without further consideration all right, title and interest in and to any Intellectual Property that is conceived, reduced to practice, developed, or authored, either solely or jointly, during the period of Covered Individual’s engagement with Company that (a) relates to Company’s business, actual or demonstrably anticipated research or development, or (b) results from the use of Company Materials or Confidential Information. Such assignment includes the assignment of all rights to secure, maintain and enforce patents, copyrights, trade secrets and other protections throughout the world.

2.2 Work Made for Hire. To the extent any Intellectual Property qualifies as a "work made for hire" under applicable law, Covered Individual agrees that such work shall be considered a work made for hire and that Company shall be the author and owner thereof.

3. DUTIES AND OBLIGATIONS

3.1 Disclosure. Covered Individual shall promptly disclose in writing to Company all Intellectual Property that is conceived, authored or reduced to practice during the term of engagement. Such disclosures shall be made to Company Representative: , Contact Title: , Contact Email/Phone:

3.2 Cooperation. Covered Individual agrees to perform, during and after the term of engagement, all acts deemed necessary by Company to assign and confirm Company’s ownership of Intellectual Property, including executing assignments, patent applications and other instruments. Company shall reimburse Covered Individual for reasonable expenses incurred in providing such cooperation when applicable law requires such reimbursement.

4. INVENTION DISCLOSURE

4.1 Immediate Disclosure. Covered Individual shall disclose any invention, improvement or creative work by completing an Invention Disclosure that includes a written description of the invention, the date of conception and reduction to practice, and identification of any third parties who contributed. Invention disclosures shall be recorded below or attached to this Agreement.

5. LICENSES TO COVERED INDIVIDUAL

5.1 Personal Use. Company may, in its sole discretion and if documented in writing, grant Covered Individual a revocable, nonexclusive, nontransferable license to use certain Company Materials for the sole purpose of performing responsibilities for Company, subject to Company’s policies and confidentiality obligations.

5.2 No Implicit Rights. Except as expressly provided in a written license signed by an authorized officer of Company, Covered Individual has no right, title or interest in Company Intellectual Property and shall not use or exploit Company Intellectual Property for personal gain or for the benefit of third parties.

6. CONFIDENTIALITY

6.1 Confidential Treatment. Covered Individual shall maintain in strict confidence and not disclose, publish, or use for any purpose other than performing duties for Company any Confidential Information of Company. Confidential Information includes nonpublic information relating to Company’s business, technology, customers, pricing, strategies and the existence, substance or content of this Agreement.

6.2 Exceptions. Confidential Information does not include information that is (a) already known to Covered Individual without an obligation of confidentiality at the time of disclosure; (b) becomes publicly known through no breach by Covered Individual; (c) received from a third party without breach of any obligation; or (d) independently developed by Covered Individual without reference to Company Confidential Information.

7. THIRD-PARTY MATERIALS

Covered Individual shall not incorporate into Company Intellectual Property any hardware, software, materials or other works subject to third-party licenses that would impose obligations inconsistent with Company’s business practices or that would require Company to disclose its source code, license derivative works under open source terms, or otherwise limit Company’s rights, unless such incorporation is expressly approved in writing by Company’s authorized representative.

8. ENFORCEMENT, REMEDIES AND INJUNCTIVE RELIEF

Company shall have the right to seek injunctive relief, specific performance and monetary damages for breach of this Agreement. Covered Individual acknowledges that a breach of Sections 2, 3 or 6 may cause Company irreparable harm for which monetary damages are an inadequate remedy and that Company shall be entitled to preliminary and permanent injunctive relief, in addition to any other remedies available at law or in equity.

9. INDEMNIFICATION

Covered Individual shall indemnify, defend and hold harmless Company from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) arising out of any breach by Covered Individual of this Agreement or any unauthorized use or disclosure of Company Intellectual Property or Company Confidential Information.

10. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue for the duration of Covered Individual’s engagement with Company. The obligations of Sections 2, 3, 6 and 8 shall survive termination of this Agreement for so long as applicable intellectual property, trade secret or confidentiality protections exist under law.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier, or by email if followed by delivery under one of the foregoing methods.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a writing signed by both Parties. No waiver of any breach or default shall be deemed a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior agreements, understandings and communications. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS PROVISIONS

14.1 Remedies Cumulative. Except as otherwise provided, the rights and remedies provided under this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

14.2 Severability of Inventions. If any invention or creation is determined not to be assignable under applicable law, Covered Individual hereby grants to Company an exclusive, irrevocable, worldwide, royalty-free license to practice such invention or creation.

I acknowledge that I have received, read and understand Company’s Intellectual Property Policy and agree to comply with its terms.

SIGNATURES

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