Legal Assignment of Inventions

LEGAL ASSIGNMENT OF INVENTIONS

This Legal Assignment of Inventions (Effective Date: ) is entered into by and between Assignor Name: , Address: and Assignee Name: , Address: . Assignor and Assignee are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Assignor has conceived, developed, or otherwise created certain inventions, discoveries, improvements, designs, processes, works of authorship, mask works, trade secrets, and related materials, whether or not reduced to practice or reduced to writing, which relate to the business, research, or proposed activities of Assignee (collectively, the "Inventions");

WHEREAS, Assignor is willing to assign and transfer to Assignee all right, title and interest in and to the Inventions, including all patent rights, copyright rights, trade secret rights and other proprietary rights, subject to the terms and consideration set forth herein;

WHEREAS, Assignee desires to obtain from Assignor an assignment of the Inventions and the full benefit of all related intellectual property rights.

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

1. DEFINITIONS

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

"Inventions" means any and all inventions, discoveries, improvements, processes, designs, works of authorship, know-how, trade secrets, mask works, software, and other intellectual property conceived, developed or reduced to practice by Assignor, alone or jointly with others, which relate to or result from Assignor's work for Assignee or use of Assignee's resources, whether or not patentable or copyrightable.

2. ASSIGNMENT

Assignor hereby irrevocably assigns, transfers and conveys to Assignee, its successors and assigns, all of Assignor's entire right, title and interest worldwide in and to the Inventions, including but not limited to all patent applications, patents, continuations, continuations-in-part, divisionals, reissues, and any associated rights to obtain, maintain and enforce such patents and patent applications, and all rights to copyrights, trade secrets and other proprietary rights therein.

3. DISCLOSURE OBLIGATIONS; PRIOR INVENTIONS

Assignor shall promptly disclose to Assignee in writing all Inventions conceived or developed prior to or during the Term that relate to Assignee's business or activities. Assignor represents that the list below identifies all Prior Inventions that Assignor claims ownership of which are not assigned hereunder. If none, check the box indicating none.

I certify there are no Prior Inventions to disclose.

4. FURTHER ASSURANCES; PATENT PROSECUTION

Assignor agrees to execute and deliver to Assignee any and all documents and to perform all acts reasonably requested by Assignee, both during and after the term of this Agreement, to vest, perfect, maintain or enforce Assignee's rights in the Inventions. Such obligations include executing patent applications and assignments, providing declarations, and assisting in litigation or proceedings to enforce intellectual property rights. If Assignor fails to execute necessary documents, Assignor irrevocably appoints Assignee as Assignor's agent and attorney-in-fact to execute such documents on Assignor's behalf.

5. CONSIDERATION

The Parties acknowledge that the consideration for this Assignment is adequate and includes the benefits of Assignor's continued engagement with Assignee, access to Assignee resources, and other good and valuable consideration, the receipt and sufficiency of which Assignor hereby acknowledges.

6. REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants that: (a) Assignor is the sole owner of the right, title and interest in the Inventions being assigned and has full power to make the assignment; (b) to Assignor's knowledge, the Inventions do not infringe the valid rights of any third party; and (c) except as disclosed in the Prior Inventions section, no rights in the Inventions have been previously assigned, pledged or encumbered.

7. CONFIDENTIALITY

Assignor acknowledges that certain Inventions and related information may constitute trade secrets or confidential information of Assignee. Assignor agrees to keep confidential and not to disclose or use such information other than as authorized by Assignee, and to take reasonable measures to prevent unauthorized disclosure.

8. MORAL RIGHTS

To the fullest extent permitted by law, Assignor hereby irrevocably waives and agrees not to assert any moral rights or attribution rights Assignor may have in any Invention assigned hereunder. Assignor agrees to execute any documents necessary to give effect to this waiver.

9. INDEMNITY

Assignor shall indemnify, defend and hold harmless Assignee from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from breach of Assignor's representations, warranties or obligations under this Agreement.

10. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or nationally recognized overnight courier.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by Assignee. The Parties submit to the exclusive jurisdiction of the courts of that jurisdiction for any dispute arising out of or relating to this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. MISCELLANEOUS

The headings used in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns.

CERTIFICATION BY ASSIGNOR

Assignor certifies under penalty of perjury that Assignor is the sole creator of the Inventions disclosed and that the statements made in this Agreement are true and correct to the best of Assignor's knowledge.

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