Non-Disclosure and Intellectual Property Rights Agreement

Non Employee Technology Transfer and Protection Agreement

Assigns all inventions, ideas and intellectual property related to assignee’s business and developed by independent contractor during relationship with assignee to assignee. Can be used with non employee consultants, advisors and developers.

(“you”), a with offices [or residing] at and (“we/us”), a with offices at enter into this agreement for the purposes of creation, development, protection and assignment of rights to the inventions, ideas and intellectual property described in Section IV of this agreement. You acknowledge you are an independent contractor and not an employee of .

I. Capacity to contract and Consideration

If you are an individual, you warrant you are 18 years of age or older and have valid legal capacity to enter into and perform your obligations under this Agreement. If you are a representative of a company or entity, you warrant you have the requisite power and authority to enter into this Agreement on behalf of the company or entity and the company or entity has the power and authority to perform its obligations under this Agreement.

You acknowledge you are entering into this agreement in exchange for access to and receipt of confidential information during your relationship with and other good and valuable consideration [including the terms of x agreement, incorporated here by reference.]

II. Confidentiality

Except as otherwise provided in this Agreement or with the prior written consent of the other party, each of the parties agrees all non-public, confidential or proprietary information belonging to or provided by the other party shall remain strictly confidential and secret. Each party agrees not to disclose such information to third parties or use the other party’s information, directly or indirectly, for its own business purposes or for any other purpose except and solely to the extent necessary to exercise rights and perform obligations under this Agreement.

A. Examples of non-public, confidential or proprietary information, include but are not limited to,

1. tangible or intangible information or ideas related to our businesses,

2. patents, patent applications, inventions, trade secrets, formulas, recipes, processes, techniques, know-how, innovations, improvements, discoveries, research, data, test results, computer programs and other copyrighted works, mask works, and software,

3. financial information including costs, profits, customer, vendor and distributor lists, confidential pricing and sales information, marketing information, forecasts, budgets, projections, and other contractual and economic information,

4. employee compensation information and personnel files, and

5. non-public, confidential or proprietary information received from or owned by third parties obtained as a result of the relationship between the parties to this agreement.

Non-public, confidential or proprietary information should be broadly construed to include all information which has or could have commercial value or other utility in a party’s business and all information which could be detrimental to the interests of a party if disclosed without authorization. It includes information in existence at the time this agreement was entered into and information coming into existence during the term of this agreement.

B. These restrictions will not apply to information to the extent it

1. was published by the originating party,

2. has become publicly known through no wrongful act of the receiving party, or

3. has been disclosed by court order or as otherwise required by law if the receiving party has given the disclosing party a reasonable opportunity to contest or limit the scope of such required disclosure.

C. You agree to take reasonable and necessary measures to protect non-public, confidential, or proprietary information. You acknowledge you have the responsibility to promptly report any compromise of security to . You also acknowledge we have the right to monitor your work to ensure compliance with this section.

III. Conflict of Interest and Compliance with Laws

You represent and warrant your relationship with us and your obligations under this contract do not and will not breach and are not in conflict with any contracts or agreements with or duties to former employers or any other third parties. You agree not to use on our behalf or disclose to us any confidential information belonging to third parties without the prior written consent of the owner. You agree not to infringe any intellectual property rights in your work for us and to defend and hold us harmless against any claim of infringement of third party rights related to your work for us. You also agree not to enter into any agreement in conflict with any provision of this agreement while the provision is still in effect.

You represent to the best of your knowledge there are no currently existing contracts between you and other parties concerning inventions, ideas or intellectual property which would conflict with your obligations under this agreement.

Both parties agree to comply with all federal, state and local laws, regulations and ordinances relevant to the subject matter of this agreement.

IV. Ownership, License, Assignment and Protection of Inventions, Ideas and Intellectual Property Rights

A. Inventions, ideas and intellectual property covered by this agreement include, but are not limited to, any and all inventions, ideas, new plants, animals, organisms, compounds, formulas, recipes, processes, techniques, designs, know-how, innovations, improvements, discoveries, research, data, test results, software, hardware, equipment, machines, mask works, computer programs, documentation or other works, whether or not patentable or copyrightable,

1. which are conceived, created or developed during the term of this relationship or within two years after the termination of this relationship

2. and which

a. relate to our current or contemplated business,

b. relate to our actual or demonstrably anticipated research or development,

c. result from or are related to any work or projects requested by us or assigned to you by us or performed by you for us,

d. involve the use of our equipment, supplies, facilities, trade secrets, patents, copyrights or other intellectual property, or

e. result from your access to our non-public, confidential or proprietary information provided by or belonging to us.

B. Because of the difficulty of establishing when inventions, ideas and intellectual property are first conceived or result from access to confidential information, you agree inventions, ideas and intellectual property shall be deemed to have resulted from access to confidential information provided by or belonging to us

1. if

a. it is related to your work for our company,

b. it grew out of or resulted from your work for our company, or

c. it is related to the business of our company,

2. and it is reduced to practice, exploited, made, used, sold or the subject of an application for patent, trademark, copyright, or other proprietary protection filed in any country by you or with your assistance within two years of termination of your relationship with our company.

C. You agree shall own all right, title and interest in the inventions, ideas and intellectual property described in paragraph A of this section. Where applicable, you agree all inventions, ideas and intellectual property described in paragraph A of this section shall be considered works made for hire. You acknowledge you will have no rights in these inventions, ideas and intellectual property. You agree to assist us at our expense and take all actions and execute any conveyances or assignments necessary to establish and protect our ownership rights. Our ownership rights shall include moral rights, renewal rights, reversion rights and any other rights you might be deemed to have, retain, or acquire by operation of law or otherwise. Establishment and protection of our rights includes, but is not limited to,

1. application for,

2. proceedings to defend,

3. proceedings to enforce, or

4. infringement proceedings related to patent, trademark, copyright or other analogous protections in any country throughout the world. Your obligations under this paragraph continue after the termination of your relationship with , subject only to our obligation to compensate you at a reasonable rate for actual time spent by you on our request for assistance after termination of your relationship with us.

D. In the event we are unable for any reason, after reasonable effort, to obtain your signature on any document needed to establish or protect our rights described in paragraph C of this section, you hereby irrevocably appoint and its duly authorized officers and agents to be your agent and attorney-in-fact with the power to execute all such documents on your behalf with the same legal force and effect as if executed by you.

E. You agree to promptly disclose to us the full details of any and all inventions, ideas and intellectual property described in paragraph A of this section. You agree to keep and maintain current written records adequate to establish and protect any current or potential intellectual property rights in these inventions, ideas and intellectual property and their development during the term of your relationship with . These records will be and shall remain the sole property of .

F. You also agree to promptly disclose to all information and records related to inventions, ideas, new plants, animals, organisms, compounds, formulas, recipes, processes, techniques, designs, know-how, innovations, improvements, discoveries, research, data, test results, software, hardware, equipment, machines, mask works, software, computer programs, documentation or other works, whether or not patentable or copyrightable,

1. which are developed, conceived or reduced to practice by you (alone or with others) during or within 2 years of termination of this agreement

2. which you do not believe to be covered by paragraph A of this section.

shall examine such information and records to determine if any of the inventions, ideas and intellectual property are in fact covered by paragraph A of this section.

G. You acknowledge there are no currently existing inventions, ideas or intellectual property you want to exclude from the coverage of this section except those listed here. [insert list of existing inventions, ideas and intellectual property to be excluded.]

H. You grant us a non-exclusive royalty free irrevocable perpetual license to use any intellectual property owned by you and incorporated in your work for us.

I. You agree not to use our name or any of our trademarks, trade names or other intellectual property in any advertising or publicity without the prior written consent of our chief executive officer.

V. Non competition

You warrant to us that you are not and shall not be a competitor of , and you agree not to share our confidential information with any competitors or unauthorized third parties. During your relationship with us and for a period of two years after termination of our relationship, you agree not to directly or indirectly, without our consent,

A. engage in any business activity, including other consulting or contractor arrangements, which may be competitive with the business of our company or any of its affiliates,

B. engage in any business activity which might use or take advantage of any non-public, confidential or proprietary information described in section II or IV(C), or

C. employ, solicit for employment, or recommend for employment any person employed by our company or any of its affiliates.

VI. Indemnification

In addition to indemnification clauses in other sections of this agreement, you hereby agree to indemnify, defend and hold harmless , its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorney’s fees and costs) of any nature whatsoever incurred or suffered by us (collectively the losses), in so far as such losses (or actions in respect thereof) arise out of, are related to, or are based on or reasonably related to the breach of any representation, warranty, obligation or covenant agreed to by you in this agreement. This clause shall also be effective against your heirs, assigns, or representatives.

VII. Damages and relief

You acknowledge your failure to carry out any of your obligations under this agreement or breach of any provision of this agreement by you will constitute immediate and irreparable damage to , which cannot be adequately compensated by money damages and will warrant preliminary and other injunctive relief, specific performance and other equitable relief. You also consent to the issuance of such equitable relief and agree no bond or other security shall be required for to obtain any such equitable relief. This provision does not limit any other enforcement actions or remedies which may be available for breach of any provision of this agreement.

We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement other than the specific obligations set out in section II on confidentiality and section IV on intellectual property rights, even if we have been advised of the possibility of such damages.

VIII. Modification clause

Modifications of this agreement shall be effective only if made in a writing signed by all parties.

IX. Term and termination

This agreement shall remain in force for the duration of the relationship between and . Upon termination, you agree to return all records, documents, data, and items related to your work for us and all non-public, confidential or proprietary information obtained during your relationship with . You also consent to notification of your continuing obligations under this agreement to future employers and other companies. Your representations and warranties, and the confidentiality, indemnification, damages and relief, limitation of liability, and intellectual property clauses shall continue to be effective after the termination of the relationship. The non-competition clause shall continue to be effective for a period of two years after termination of this agreement and shall apply world-wide. [note: This is an extremely broad non-competition clause which is likely to be unenforceable if the two year period or worldwide geographical scope is not appropriate or reasonable for type of business or unduly limits the independent contractor’s employment opportunities after termination of this agreement. Substitute appropriate terms and geographic limitations for subject matter.]

X. Construction of this agreement

A. The terms and conditions included or incorporated by reference in this agreement constitute the entire agreement between the parties on the subjects covered by this agreement.

B. This agreement shall be binding upon the original parties, and their successors. However, it is not assignable by either party to unrelated third parties without the prior written consent of the non assigning party.

C. This agreement shall be construed as a whole and not in favor of either party. For example, no provision shall be construed against the party responsible for the language of the provision. Each provision shall be given its fair meaning. The paragraph headings have been added for convenience and shall not be used to interpret the agreement.

D. The rights, remedies and obligations under this agreement are cumulative. The exercise of any rights and remedies by either party under this agreement or any other agreement shall not preclude or waive that party’s right to exercise any and all other rights and remedies. A failure of either party, intentional or otherwise, to exercise in any instance any right under this agreement or any other agreement or law does not constitute a waiver of any rights related to any other instance. Any waiver of rights by either party must be made in a writing signed by the waiving party.

E. Severability and Substitution - If any part of this agreement is determined to be invalid or unenforceable, including but not limited to, the non competition and liability limitations, the remainder of the agreement shall continue in effect and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision.

F. Choice of law - This agreement shall be governed by the laws of the United States and the state of and the parties expressly agree to waive any choice of law rules which would result in the application of any other law to the construction or validity of this agreement.

G. Choice of forum - The parties agree to jurisdiction and venue exclusively in state court in for any litigation arising out of or related to this agreement. In actions related to this agreement where federal courts have exclusive jurisdiction, the parties agree to jurisdiction and venue exclusively in the federal courts in .

XI. Notices, signatures and written documents

Any notice, approval, consent, or request related to this agreement shall satisfy any writing requirement if it is fixed in a stable tangible medium, including but not limited to paper, microform, computer disk or other permanent electronic medium. Any notice, approval, consent, or request related to this agreement shall be considered communicated when it is hand delivered, sent by regular mail with prepaid postage, sent by electronic mail or any other reasonably reliable commercial delivery service to or as reflected in ’s records. Any signature normally accepted in the course of business, including signatures complying with the Digital Signatures Act shall be effective where signatures are required by this agreement.

XII. Independent Investigation

You acknowledge that you have read this agreement and freely and voluntarily agree to all its terms and conditions without modification. You understand this agreement affects your intellectual property and other rights and acknowledge you have had the opportunity to consult legal counsel regarding this agreement. You understand we may at any time (directly or indirectly) enter into similar agreements with other [contractors/ inventors/ consultants/ advisors) on terms differing from those contained in this agreement. You have independently evaluated the desirability of entering into this agreement and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.