Inventions Assignment Agreement

INVENTIONS ASSIGNMENT AGREEMENT

This Inventions Assignment Agreement ("Agreement") is made as of , by and between Assignor Name: residing at (the "Assignor"), and Assignee Name: with principal place of business at (the "Assignee").

RECITALS

WHEREAS, Assignor is or will be engaged by Assignee as an employee, consultant or contractor and, in the course of such engagement, may conceive, reduce to practice or develop certain inventions, discoveries, improvements, processes, designs, works of authorship and ideas relating to Assignee's business; and

WHEREAS, Assignee desires to obtain and Assignor is willing to assign to Assignee all right, title and interest in such inventions and intellectual property as set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to inventions conceived or developed by Assignor during the period of engagement and to provide for the assignment of such rights to Assignee.

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

1. DEFINITIONS

1.1 "Assigned Inventions" means all inventions, discoveries, improvements, trade secrets, works of authorship, mask works, designs, processes, formulas, data, software (including source code and object code), and other tangible or intangible results conceived, reduced to practice, authored or developed by Assignor, alone or with others, that: (a) relate to Assignee's actual or demonstrably anticipated research, development, products or services; (b) were developed using Assignee's equipment, supplies, facilities, trade secrets or Confidential Information; or (c) result from tasks assigned to Assignor by Assignee.

2. ASSIGNMENT

2.1 Assignor hereby irrevocably assigns and transfers to Assignee, and its successors and assigns, throughout the world and in perpetuity, all right, title and interest in and to the Assigned Inventions, including all patent rights, copyrights, trade secret rights and other intellectual property rights therein, together with the right to any foreign and domestic registrations and applications.

2.2 The scope of assignment shall include all Assigned Inventions conceived or developed during the period of Assignor's engagement with Assignee and for a period of months following termination of such engagement to the extent relating to Assignee's business, products or Confidential Information.

3. DISCLOSURE OF INVENTIONS

3.1 Assignor shall promptly disclose to Assignee, in writing, all Assigned Inventions. Such disclosure shall occur no later than days after conception or first reduction to practice, and within days following termination of Assignor's engagement for any Assigned Invention conceived prior to termination but disclosed thereafter.

4. PRIOR INVENTIONS; SCHEDULE A

4.1 Assignor represents that all inventions made prior to the commencement of Assignor's engagement with Assignee that Assignor claims not to be subject to this Agreement are listed on Schedule A attached hereto. Assignor warrants that Schedule A is a complete and accurate list of such prior inventions. If no prior inventions are listed on Schedule A, Assignor represents that there are no such prior inventions.

4.2 If any item on Schedule A is subsequently found not to qualify as a prior invention, such item shall be treated as an Assigned Invention under this Agreement.

5. CONSIDERATION

5.1 In consideration for the assignments contained herein, Assignee shall provide Assignor with:

5.2 The parties agree that the consideration described above is adequate and that no additional compensation is required for the assignments made under this Agreement, except as otherwise provided in a separate written agreement between the parties.

6. FURTHER ASSURANCES; COOPERATION

6.1 Assignor shall, at Assignee's expense, execute and deliver to Assignee such further instruments and take such further actions as Assignee may reasonably request to perfect, register, maintain or enforce Assignee's rights in the Assigned Inventions, including executing patent applications, assignments and any documents required by patent or copyright offices.

7. WAIVER OF MORAL RIGHTS

Assignor hereby irrevocably waives and agrees not to assert any moral rights or rights of attribution or integrity in the Assigned Inventions, to the fullest extent permitted by applicable law.

8. REPRESENTATIONS AND WARRANTIES

8.1 Assignor represents and warrants that: (a) Assignor is the sole author and owner of the Assigned Inventions identified on Schedule A (if any) and has the full right and authority to assign the rights granted hereunder; (b) to Assignor's knowledge, the Assigned Inventions do not infringe the intellectual property rights of any third party; and (c) there are no conflicting obligations, agreements or encumbrances that would impair Assignor's obligations under this Agreement.

9. CONFIDENTIALITY

Assignor acknowledges that all information relating to Assignee's business, products, research, development and Assigned Inventions disclosed by Assignee or developed by Assignor in the course of Assignor's engagement is Confidential Information of Assignee and shall be held in strict confidence and not used or disclosed except as authorized by Assignee or required by law.

10. REMEDIES

10.1 Assignor acknowledges that a breach of this Agreement may cause Assignee irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, Assignee shall be entitled to seek injunctive relief, specific performance and any other equitable relief in addition to any other remedies at law or in equity. Nothing in this Agreement limits Assignee's right to recover damages.

11. NOTICES

All notices and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may specify by notice in accordance with this Section.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Agreement, together with any attached schedules or exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

14. SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable under applicable law, such provision shall be reformed to the maximum extent permitted by law or, if reformation is not possible, shall be severed, and the remainder of this Agreement shall remain in full force and effect.

15. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of a party to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision.

16. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and permitted assigns. Assignor may not assign or delegate any of Assignor's obligations under this Agreement without the prior written consent of Assignee.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective as originals.

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