Legal Patent Declaration

LEGAL PATENT DECLARATION

This Legal Patent Declaration is made between Inventor Name: whose address is and Assignee Name: whose address is (each a "Party" and together the "Parties"), as of the Effective Date set forth in the signature block below.

RECITALS

WHEREAS, Inventor has conceived and reduced to practice an invention entitled "Title of Invention": (the "Invention");

WHEREAS, a patent application for the Invention has been filed or is to be filed with Application Number: in Jurisdiction: on Filing Date: (the "Application");

WHEREAS, the Parties desire to set forth the Inventor's declaration of inventorship, assignment of rights in the Invention and Application, and the respective obligations of the Parties with respect to prosecution, maintenance and enforcement of the resulting patent rights.

NOW, THEREFORE

In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DECLARATION OF INVENTORSHIP

1.1 Inventorship. Inventor hereby declares, under penalty of perjury, that Inventor believes Inventor is the original inventor of the Invention as claimed in the Application and that the statements contained in the Application as to conception and reduction to practice are true to the best of Inventor's knowledge and belief.

1.2 Corrections. Inventor agrees to promptly notify Assignee in writing of any fact or circumstance that would, to Inventor's knowledge, require amendment, correction or supplementary declaration in the Application or any related filing.

2. ASSIGNMENT OF RIGHTS

2.1 Assignment. Inventor hereby irrevocably assigns and transfers to Assignee all right, title, and interest in and to the Invention and the Application, including, without limitation, all rights to any patents granted on the Application, all continuations, divisionals, continuations-in-part, reissues, renewals, extensions, and foreign counterparts (collectively, the "Assigned Rights").

2.2 Further Assurances. Inventor covenants to execute and deliver such further instruments, affidavits, assignments and other documents and to perform such acts as Assignee may reasonably request to effect, confirm, record or enforce the Assigned Rights throughout the world.

3. REPRESENTATIONS AND WARRANTIES

Inventor represents and warrants to Assignee as follows, each of which is material and continuing:

(a) Inventor is the original creator of the Invention and has not, prior to the date hereof, assigned, granted or otherwise disposed of any right in the Invention except as disclosed in writing to Assignee;

(b) To Inventor's knowledge, there are no outstanding licenses, liens, encumbrances or conflicting assignments affecting the Assigned Rights that have not been disclosed in writing to Assignee; and

(c) Inventor has not concealed any material information or prior art from Assignee that would, in good faith, affect patentability of the Application.

4. COOPERATION AND PROSECUTION

4.1 Prosecution. Assignee shall have the exclusive right to control prosecution, amendment and disposition of the Application and any resulting patent rights. Inventor agrees to cooperate fully with Assignee, at Assignee's expense, in the preparation, filing, prosecution and enforcement of the Application and patents, including executing declarations, assignments, power of attorney forms and other instruments reasonably necessary to obtain, maintain and enforce patent rights.

4.2 Testimony. Inventor agrees to provide testimony, affidavits or declarations, under oath or otherwise, when reasonably requested by Assignee in connection with prosecution or enforcement efforts, and to make reasonable efforts to be available for hearings or depositions.

5. CONSIDERATION

5.1 Consideration. Inventor acknowledges receipt of fair and adequate consideration for the matters set forth in this Declaration, which may include employment consideration, past payments, or other benefits. If no separate consideration is paid at execution, the Parties agree that the promises and obligations herein constitute sufficient consideration.

6. INDEMNIFICATION

Inventor shall indemnify and hold harmless Assignee from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Inventor's representations, warranties or covenants in this Declaration, including claims of prior assignment or conflicting inventorship, except to the extent such claims arise from Assignee's own acts or omissions.

7. REMEDIES

The Parties agree that monetary damages may be inadequate to remedy a breach of this Declaration and that Assignee shall be entitled to seek equitable relief, including specific performance and injunctive relief, in addition to any other remedies available at law or in equity.

8. NOTICES

All notices required or permitted under this Declaration shall be in writing and shall be deemed given when delivered in person, sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth above or such other address as a Party designates in writing.

9. AMENDMENT; WAIVER

This Declaration may be amended or modified only by a written instrument signed by both Parties. The failure of a Party to enforce any provision hereof shall not constitute a waiver of such provision or of the right to enforce such provision thereafter.

10. GOVERNING LAW

This Declaration shall be governed by and construed in accordance with the laws of Jurisdiction: without regard to principles of conflicts of law.

11. ENTIRE AGREEMENT

This Declaration constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating to the Invention and the Application.

12. SEVERABILITY

If any provision of this Declaration is held to be illegal, invalid or unenforceable, in whole or in part, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Declaration 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 transmitted by electronic means shall be effective as original signatures.

ADDITIONAL INFORMATION

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