Legal Patent Certification Form

LEGAL PATENT CERTIFICATION FORM

This Patent Certification Form (the "Certification") is executed as of Effective Date: by and between Company Name: with principal place of business at ("Company"), and Certifier Name: residing at ("Certifier").

RECITALS

WHEREAS, Certifier has conceived and reduced to practice or contributed to the conception of one or more inventions relating to technology, processes or products described below; and

WHEREAS, Company requires a written certification by the person identified above confirming inventorship, disclosure, and assignment of rights in relation to patent filings and patent rights; and

WHEREAS, Certifier is willing to certify, assign and cooperate with Company in connection with patent prosecution, maintenance and enforcement as set forth herein.

NOW THEREFORE, in consideration of the mutual covenants set forth below 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 Certification: (a) "Invention" means any discovery, improvement, design, process, formula, method, machine, manufacture, or composition of matter and any related know-how, trade secret, or tangible research or development material conceived, reduced to practice, or developed by Certifier that relates to Company business; (b) "Patent Rights" means all patents and patent applications, continuations, continuations-in-part, divisionals, reissues, reexaminations, and any foreign equivalents and extensions thereof; and (c) "Patent Application" means any application filed with any patent office claiming priority to the subject matter.

2. CERTIFICATION OF INVENTION AND DISCLOSURE

Certifier hereby certifies, represents and warrants to Company that the following statement is true and complete to the best of Certifier's knowledge:

Title of Invention:

Patent Application Number (if any): Filing Date:

Has the subject invention been previously disclosed, published, or presented? Yes No

3. ASSIGNMENT OF PATENT RIGHTS

Certifier hereby irrevocably assigns, transfers and conveys to Company all right, title and interest in and to the Invention and all Patent Rights throughout the world, including the right to file, prosecute, maintain, and enforce Patent Rights, together with inventions, provisional disclosures, data, and know-how related thereto. Certifier agrees to execute and deliver, at Company's expense, all documents and instruments and to perform all acts as may be reasonably necessary to perfect, record, maintain or enforce such assignment.

4. DUTY TO COOPERATE

From and after the date hereof, Certifier shall, at Company's request and without additional consideration except for reimbursement of reasonable expenses where required by law, promptly: (a) provide truthful testimony, assistance and information necessary for the preparation, prosecution and defense of any Patent Application or Patent Right; (b) sign and deliver any documents required to effectuate the assignment and to prosecute or maintain Patent Rights; and (c) provide reasonable access to lab notebooks and records relating to the Invention.

5. REPRESENTATIONS AND WARRANTIES

Certifier represents and warrants that: (a) Certifier is the sole or joint inventor of the Invention as set forth above; (b) to Certifier's knowledge, the Invention has not been conceived, reduced to practice, or claimed by any third party under any agreement or obligation that would impair the assignment of Patent Rights to Company; (c) Certifier has not executed any agreement inconsistent with the assignments contained herein; and (d) all statements and disclosures made in this Certification are true, complete and not misleading in any material respect.

6. INDEMNIFICATION

Certifier agrees to indemnify, defend and hold Company harmless from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Certifier's representations, warranties or covenants in this Certification, including claims by third parties asserting conflicting inventorship or ownership.

7. CONFIDENTIALITY

The parties acknowledge that information embodied in or relating to the Invention may be confidential. Certifier agrees to treat as Company Confidential Information all non-public information disclosed by Company in connection with this Certification, subject to any confidentiality obligations previously agreed in writing.

8. REMEDIES

The parties agree that a breach of this Certification by Certifier may cause irreparable harm to Company for which monetary damages would be inadequate, and that Company shall be entitled to equitable relief, including injunction and specific performance, in addition to any other remedies at law or in equity.

9. NOTICES

All notices under this Certification shall be in writing and shall be deemed given upon personal delivery, delivery by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, addressed to the party at its notice address set forth above or at such other address as either party may designate by notice to the other.

10. MISCELLANEOUS

Governing Law: This Certification shall be governed by and construed in accordance with the laws of the jurisdiction specified by Company: without regard to conflict of laws principles.

Entire Agreement: This Certification 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, relating to such subject matter.

Severability: If any provision of this Certification is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Amendments and Waiver: No amendment or waiver of any provision of this Certification shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver.

Counterparts: This Certification may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

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