Mutual Non-Disclosure and Confidentiality Agreement

Intellectual Property and Confidentiality Agreement

Intellectual Property and Confidentiality Agreement (the Agreement) made on the

day of , 20 by and between

of referred to herein as Consultant, and Acme, Inc.,

a corporation organized and existing under the laws of the state of

with its principal office located at referred to herein

as Corporation.

For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Ownership. As used in this Agreement, Inventions means any inventions, discoveries, designs, developments, processes, improvements, copyrightable material, and trade secrets discovered or created by Consultant in connection with Consultant's duties at Corporation, whether discovered or created alone or in conjunction with others. To the extent any Invention is subject to copyright, Consultant agrees that it is done as a work for hire as that term is defined under U.S. copyright law, and that as a result Corporation shall own all copyrights therein. To the extent any Invention does not qualify as a work for hire under applicable law, and to the extent any Invention is subject to copyright, patent, trade secret, or other proprietary right protection, Consultant hereby assign, and agree to assign, all rights therein to Corporation. Consultant will make prompt and full disclosure to Corporation, and will hold in trust for Corporation's sole benefit, any Inventions.

NOTICE: THIS AGREEMENT SHALL NOT APPLY TO AN INVENTION FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY OR TRADE SECRET INFORMATION OF CORPORATION WERE USED AND WHICH WAS DEVELOPED ENTIRELY ON CONSULTANT's OWN TIME, UNLESS:

1. IT RELATES DIRECTLY TO THE BUSINESS OF CORPORATION OR TO CORPORATION'S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT; and/or

2. IT RESULTS FROM ANY WORK PERFORMED BY CONSULTANT FOR CORPORATION.

II. Pre-existing Work. If, in the course of your engagement at Corporation, Consultant uses, provides, or incorporates into any goods or services of Corporation any intellectual property owned by Consultant or in which Consultant has an interest, Consultant hereby grants

to Corporation, under all of Consultant's intellectual property and proprietary rights, the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, and create derivative works of such intellectual property, (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of such intellectual property (and derivative works thereof) and (iii) to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties.

III. Further Undertakings. Consultant agrees to execute and deliver such documents and take such other action as may be required or requested by Corporation to carry out by this Agreement. If, because of Consultant's mental or physical incapacity or for any other reason whatsoever, Corporation is unable to secure Consultant's signature to apply for or to pursue any patents, copyrights or other protection for any Invention assigned to Corporation as stated above, Consultant hereby irrevocably designate and appoint Corporation and its duly authorized officers and agents as Consultant's agent and attorney-in-fact, to act for Consultant and in Consultant's behalf and stead to file any applications and to do all other lawfully permitted acts to further the prosecution and issuance of any such patents, copyrights, or other protections with the same legal force and effect as if executed by Consultant. Consultant will testify at Corporation's request in any litigation or other legal proceeding that may arise during or after Consultant's engagement at Corporation.

IV. Confidentiality. As used in this Agreement, Confidential Information means all information previously or subsequently disclosed to Consultant or observed by Consultant that relates to Corporation that is identified as being proprietary and/or confidential, or that, by the nature of the circumstances surrounding the disclosure or Consultant's observation, reasonably ought to be treated as proprietary and confidential. Corporation's Confidential Information includes, without limitation, information relating to the identity of Corporation's customers and vendors and the methods Corporation uses to obtain them; Corporation's financial information and funding sources; and information regarding Corporation's employees or contractors. Consultant agrees not to use Corporation's Confidential Information for any purpose except to perform Consultant's duties for Corporation. Consultant agrees not to disclose Corporation's Confidential Information except to Corporation employees or contractors who need to know such information in order to perform their duties. Consultant will not reverse engineer, disassemble, or decompile any prototypes, software, or other items that are provided to Consultant. Consultant will immediately return all Corporation's Confidential Information and documents in Consultant's possession or under Consultant's control upon demand.

V. 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.

VI. 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.

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

VIII. 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.

IX. Mandatory Arbitration. 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.

X. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

XI. 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.

XII. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

XIII. 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.

XIV. 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.