Invention Disclosure Form

Confidentiality Agreement with regard to Employee Inventions

Agreement made on the day of , 20, between

of
(Name of Employee)     (Street Address, City, County, State, Zip Code)

referred to herein as Employee, and , a corporation
(Name of Employer)

organized and existing under the laws of the state of , with its
principal office located at , referred to herein as Employer.
(Name of State)     (Street Address, City, County, State, Zip Code)

Whereas, Employer engages in the business of ; and
(Type of Business)

Whereas, Employee has been employed by Employer to engage in the business of as a ; and
(Type of Business)     (Position)

Whereas, the parties agree that as part of Employee's job performance, Employer expects Employee to develop inventions, and to produce and receive confidential information pertaining to Employer's business.

Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows:

1. Trade Secrets. During the term of Employee's employment, Employee shall refrain from disclosing to other persons or entities any confidential information or trade secrets of Employer developed by Employee or of which Employee becomes aware.

2. Assignment of Rights to Inventions. During the term of Employee's employment, Employee agrees that any inventions made by Employee with Employer's facilities, equipment, supplies, trade secrets, or that relate to Employer's current or anticipated work or research, or that result from work done for Employer, shall belong to Employer. Employee assigns such inventions to Employer, and agrees to cooperate with Employer in obtaining patents on inventions for Employer. Employee further agrees that Employer may keep such inventions as trade secrets.

3. Disclosure of Invention to Employer

A. To facilitate compliance with this Agreement, Employee agrees to disclose to Employer all inventions made by Employee during the course of Employee's employment. Employee agrees that any patent application filed within after termination of Employee's employment is presumed to relate to an invention developed during the term of Employee's employment with Employer. Therefore,

Employee agrees to disclose to Employer all patent applications filed by Employee within after Employee's employment with Employer has terminated.

B. An invention is made by Employee during the course of Employee's employment if Employee conceived of, or put into practice, the invention during the term of Employee's employment.

4. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

5. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

6. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

7. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

8. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

9. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

10. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

11. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

12. Compliance with Laws

In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures as of the day and date first above stated.