Invention Assignment Agreement

INVENTION ASSIGNMENT AGREEMENT

This Invention Assignment Agreement (the "Agreement") is made as of Effective Date: by and between Assignor Name: (Entity Type: Individual Corporation) and Assignee Name: (Entity Type: Individual Corporation).

RECITALS

WHEREAS, Assignor has conceptualized, invented and in some cases reduced to practice certain inventions, improvements, discoveries, designs and works of authorship, and possesses related confidential information and know-how that relate to the subject matter of Assignor's duties, work product or services rendered to Assignee; and

WHEREAS, Assignee is engaged in the business of developing, commercializing, and protecting certain technologies and desires to secure ownership and control of all rights in such inventions and related intellectual property; and

WHEREAS, Assignor desires to assign and transfer to Assignee, and Assignee desires to accept, all right, title and interest in and to certain inventions and related intangible property under the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

"Invention" or "Inventions" means any and all ideas, discoveries, improvements, designs, processes, formulas, compositions, machines, apparatus, techniques, computer programs and code (including source code and object code), algorithms, data, technical information, trade secrets, mask works, and other works of authorship, whether or not patentable or copyrightable, that are conceived, reduced to practice or developed by Assignor, either alone or with others, which (a) relate to the business, activities or demonstrably anticipated research or development of Assignee, or (b) result from any work performed by Assignor for, on behalf of, or at the direction of Assignee.

"Prior Inventions" means inventions or works previously invented or authored by Assignor and excluded from this Agreement as listed below. Assignor's Prior Inventions (if any) are described as follows:

2. ASSIGNMENT OF RIGHTS

Assignor hereby irrevocably assigns, transfers and conveys to Assignee, its successors and assigns, all right, title and interest worldwide in and to the Inventions, including without limitation all patent rights, applications, continuations, continuations-in-part, divisionals, reissues, improvements, registrations, copyrights, moral rights, trade secret rights, and any other proprietary rights (collectively, "Proprietary Rights"), and all goodwill associated therewith. This assignment includes the right to file, prosecute, maintain and enforce patent and other protective rights in Assignee's name and at Assignee's expense.

3. DISCLOSURE AND RECORDS

Assignor shall promptly disclose to Assignee in writing all Inventions made or conceived by Assignor during the term of Assignor's relationship with Assignee or as otherwise required by this Agreement. Assignor agrees to provide a written disclosure within days of becoming aware of each Invention, describing the nature, date of conception and the circumstances of conception and reduction to practice.

Assignor shall keep adequate and current written records of all Inventions and Work Product and shall deliver copies of such records to Assignee upon request.

4. WAIVER OF MORAL RIGHTS

To the maximum extent permitted by law, Assignor hereby irrevocably waives and agrees not to assert any moral rights, droit moral or similar rights in respect of any Invention, Work Product or associated exploitations, and agrees to execute any instruments necessary to effect such waiver.

5. FURTHER ASSURANCES

Assignor agrees to execute and deliver such further documents, instruments and assignments and to perform such acts as may be reasonably requested by Assignee, at Assignee's expense, to vest fully and effectively in Assignee all rights assigned herein, including aiding in the preparation, prosecution and maintenance of patent and copyright filings, and to provide testimony or declarations when reasonably required.

6. CONSIDERATION

As full and adequate consideration for the assignment and covenants provided in this Agreement, Assignor acknowledges receipt of the benefits of Assignor's relationship with Assignee, which may include employment, continued engagement, salary, bonuses, stock, options or other compensation. Additional consideration, if any, is described below:

7. REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants that: (a) Assignor is the sole inventor of the Inventions listed or disclosed by Assignor and has the full right and authority to assign the Proprietary Rights granted hereunder; (b) to Assignor's knowledge, no third party has any rights in the Inventions that would interfere with Assignee's rights hereunder; and (c) Assignor has not previously assigned, licensed, encumbered or otherwise transferred any right in the Inventions except as disclosed in Section 1. Assignor agrees to indemnify and hold Assignee harmless from any claim that arises from a breach of these representations.

8. CONFIDENTIALITY

Assignor shall treat all non-public information relating to the Inventions and Assignee's business, technology, and development activities as confidential, and shall not disclose or use such information except as authorized by Assignee or required by law.

9. PATENT PROSECUTION AND ENFORCEMENT

Assignee shall have the exclusive right, in its sole discretion, to determine whether to file, prosecute, maintain, abandon or enforce patent applications or patents covering the Inventions. Assignor shall reasonably cooperate, at Assignee's expense, in any such activities and shall execute assignments, declarations, and other documents required by patent offices or by Assignee's counsel.

10. RECORDS AND ACCESS

Assignor agrees to maintain records relating to the conception, development and reduction to practice of the Inventions and to provide such records to Assignee upon reasonable request. Assignor grants Assignee the right to inspect such records during normal business hours.

11. TERMINATION; SURVIVAL

Termination of Assignor's employment or relationship with Assignee shall not affect Assignor's obligations under this Agreement with respect to Inventions created during the period of the relationship. The provisions regarding assignment, confidentiality, representations, warranties, indemnity and governing law shall survive termination.

12. NOTICES

Assignor Notice Address:

Assignee Notice Address:

Notices shall be given in writing and shall be effective upon receipt by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses specified above or to such other address as either party may designate by written notice.

13. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach shall constitute a waiver of any other breach.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be deemed original signatures and binding upon the parties.

15. GOVERNING LAW

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

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall be interpreted so as to effect the original intent of the parties to the maximum extent permitted by law.

17. MISCELLANEOUS

The parties acknowledge that equitable relief, including injunctive relief, may be necessary to protect Assignee's rights hereunder and that monetary damages may be an inadequate remedy for breach of the provisions of this Agreement.

Assignor's obligations under this Agreement shall be binding upon Assignor and Assignor's heirs, executors, administrators, successors and permitted assigns.

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