Invention Disclosure Agreement

Invention Disclosure Agreement

This Invention Disclosure Agreement (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Discloser has conceived or developed certain inventions, discoveries, improvements or processes and related materials and information concerning the same (the "Invention") and desires to disclose the Invention to Recipient for the purposes set forth below; and

WHEREAS, Recipient requires a written disclosure containing sufficient technical detail to evaluate, protect, and pursue patent or other intellectual property rights in the Invention and to determine commercial exploitation options; and

WHEREAS, the parties desire to set forth the terms governing the disclosure, ownership, confidentiality, compensation and assignment of rights in the Invention.

Invention Details

Scope of Work

The Discloser shall provide sufficient technical information, prototypes, test results, and other materials reasonably necessary for Recipient to evaluate and, if agreed, to develop, prosecute and commercialize the Invention. The parties agree that the specific scope of work for evaluation, patent preparation, development and commercialization shall be as follows:

Payment Terms

In consideration for the disclosure, evaluation and any services rendered under this Agreement, Recipient shall pay Discloser as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Recipient shall also be responsible for reasonable costs of collection and any attorneys' fees incurred by Discloser in enforcing payment obligations.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the earlier of the parties' written agreement, the execution of a definitive license or assignment of the Invention, or termination as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Recipient of obligations to pay amounts accrued prior to termination or obligations regarding confidentiality and assignment set forth below.

Confidentiality

"Confidential Information" means any non-public technical, business or financial information disclosed by Discloser to Recipient, including but not limited to invention disclosures, drawings, prototypes, formulas, processes, know-how, and trade secrets. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was in Recipient's lawful possession prior to receipt from Discloser; (c) is rightfully received by Recipient from a third party without restriction; or (d) is independently developed by Recipient without use of Confidential Information.

Recipient shall: (i) use Confidential Information solely for purposes permitted by this Agreement; (ii) restrict disclosure of Confidential Information to employees, contractors or agents with a need to know and who are bound to protect such information at least as stringently as required herein; and (iii) exercise reasonable care to prevent unauthorized disclosure. These obligations shall survive termination of this Agreement for a period of five (5) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Assignment of Rights

Discloser hereby discloses to Recipient and, to the extent permitted by applicable law and prior agreements, assigns and agrees to assign to Recipient all right, title and interest in and to the Invention, including the right to file and prosecute patent applications, subject to any pre-existing third-party rights or obligations disclosed in writing below. If full assignment is not permitted, Discloser grants Recipient an exclusive license to exploit the Invention under reasonable terms to be negotiated in good faith.

Representations, Warranties and Indemnity

Discloser represents and warrants that to the best of Discloser's knowledge the Invention is original to Discloser and not subject to any assignment inconsistent with the terms of this Agreement, except as disclosed above. Each party shall indemnify the other against losses arising from its breach of representations, warranties or confidentiality obligations, subject to limitations of liability set forth in any separate agreement between the parties.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Agreement.

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. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Recipient may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization to which Recipient is a party.

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