Invention Disclosure Form

INVENTION DISCLOSURE AND ASSIGNMENT AGREEMENT

WHEREAS, Inventor hereby provides to Company a full written disclosure of the invention described below for the purpose of documenting conception, reducing to practice where applicable, and determining protection, commercialization, or assignment strategies; and

WHEREAS, Company may, at its election and pursuant to the terms below, obtain rights in and to the disclosed invention and compensate Inventor in accordance with the Payment Terms set forth in this Agreement; and

WHEREAS, Inventor warrants that the disclosures made herein are accurate to the best of Inventor's knowledge and agrees to execute documents necessary to effect assignment of rights to Company as provided below.

Parties

Invention Details

Date of Conception:    Date of First Reduction to Practice (if applicable):

Scope of Work / Detailed Description

Provide a full, enabling description of the invention, including operation, background, advantages over prior art, materials, processes, and examples. Include any experimental results and references to appended materials.

Patent and Prior Filings

Has a patent application been filed in any jurisdiction?  Yes No

Ownership, Assignment and Rights

Inventor hereby represents and warrants that Inventor is the sole inventor (or lists all joint inventors in the Related Materials field) of the invention disclosed herein and that Inventor has full authority to assign rights. Inventor agrees to assign, and does hereby assign, to Company all right, title and interest in and to the invention, including all patent rights, provisional and non-provisional applications, continuations, continuations-in-part, foreign counterparts, and reissues, subject to the Payment Terms set forth below. Inventor further agrees to execute, at Company's expense, all documents reasonably necessary to effectuate this assignment and to assist Company in securing patent protection.

Payment Terms

In consideration for the assignment and obligations above, Company shall pay Inventor as follows:

Late payments shall incur a late fee equal to: % of the overdue amount per month, or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement shall be effective as of the Effective Date specified below and shall continue in effect until the later of (a) final disposition of all patent rights claimed by Company under this Agreement, or (b) the date upon which the parties mutually agree in writing to terminate.

Effective Date:    Anticipated End Date:

Either party may terminate this Agreement for material breach by the other if the breaching party fails to cure within days after written notice. Termination shall not affect obligations that by their nature survive termination, including assignment obligations, confidentiality, payment of accrued amounts, and patent prosecution obligations incurred prior to termination.

Confidentiality

Inventor acknowledges that disclosure of the invention and related materials to Company may include confidential and proprietary information. Inventor and Company shall each keep confidential and shall not disclose to third parties any confidential technical or business information received from the other party in connection with this Agreement, except as necessary to prosecute patent applications, to enforce rights, or as required by law. The confidentiality obligations shall continue for a period of five (5) years from the Effective Date, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

Representations, Warranties and Indemnity

Inventor represents and warrants that Inventor is the original creator of the invention disclosed herein and that the disclosure does not knowingly infringe on any third-party rights. Inventor shall indemnify and hold Company harmless from third-party claims to the extent arising from breach of these representations, except to the extent caused by Company's actions or prior art unknown to Inventor at the time of disclosure.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Exclusive venue for disputes shall be the state or federal courts located in that state.

Entire Agreement and Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Acknowledgment and Certification

By signing below, Inventor certifies that the information provided in this disclosure is complete and accurate to the best of Inventor's knowledge, that Inventor has disclosed all known relevant prior art and co-inventors, and that Inventor will cooperate with Company to execute further documents necessary to obtain and maintain patent rights. Company acknowledges receipt of this disclosure and its obligation to evaluate and, if elected, proceed with protection or commercialization as provided herein.

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