Subaward Agreement

Employee Authorship Certificate

Agreement made on the between (Name of Employee) of referred to herein as Employee, and (Name of Employer), a corporation organized and existing under the laws of the state of with its principal office located at referred to herein as Company.

For and in consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned Employee of the Company hereby gives these representations and warranties for the purpose of assuring to the Company, and any other parties who may rely hereupon, that the Company has all right, title and interest in certain Proprietary Creations over which ownership is claimed by the Company.

1. The Employee specifically intends that the representations and warranties contained herein may be relied upon by any party that is contemplating an acquisition, license, right to distribute, or any other interest in and to any Proprietary Creations covered hereby.

2. Employee hereby represents, warrants, acknowledges, certifies and agrees as follows:

A. Employee has carefully considered and investigated each of the representations, warranties and acknowledgements and the factual circumstances involved with each such representations, warranty and acknowledgements set forth herein.

B. Employee gives these representations, warranties and acknowledgements with full knowledge and intent that they may and will be relied upon by third parties who are entering or contemplating a potential legal relationship with the Company involving the Proprietary Creations.

C. Employee is the author of the Proprietary Creations described in Exhibit A attached hereto (the Employee Creations), and no other party had any input or hand in the conception, development, creations, planning or reduction to practice of the Employee Creations.

D. Employee Creations were developed solely by the Employee, on Employee’s own time and using the Employee’s own materials, during the time spans identified in Exhibit A.

E. Employee was a contributing author of the Proprietary Creations described in Exhibit B attached hereto, and only the parties listed in Exhibit B had any input or hand in the conception, development, creations, planning or reduction to practice of the Employee Creations. Employee’s contributions to the Proprietary Creations were developed solely by Employee, on Employee’s own time and using the Employee’s own materials, during the time spans identified on Exhibit B.

3. The Employee Creations and the Employee’s Contributions to the Collective Creations shall be referred to hereinafter as the Proprietary Creations.

4. Employee hereby further represents, warrants, acknowledges, certifies and agrees as follows:

A. Employee has assigned all of Employee’s right, title, and interest in and to the Proprietary Creations to the Company and pursuant to such assignments, the Company has obtained full right, title and interest in and to the Proprietary Creations, including but not limited to (i) all rights of a copyright owner, including but not limited to all of the exclusive rights provided by the United States Copyright Act, (ii) all patent, trade secret and other proprietary rights of every nature and type, (iii) the right to sell, lease, license, exchange, convey and assign the proprietary Creations, (iv) the right to publish, distribute, copy, publicly perform and display any and all of the Proprietary Creations, alone or in conjunctions with other works, (v) the right to modify, amend, enhance, upgrade, improve, and create derivative works based in whole or in part on the Proprietary Creations, and (vi) the right to take any and all steps necessary to secure and assert the Companies rights as aforesaid.

B. Except for the integration or use of the pre-existing works of other parties as listed in Exhibit C attached hereto, the Proprietary Creations do not infringe upon or otherwise violate the proprietary rights of any third party, including but not limited to patents, trademarks, copyrights, trade secrets, privacy rights, moral rights, or any other proprietary rights provided under any state or federal law. Employee has received and has made a valid assignment of a license to use the pre-existing works defined in Exhibit C on a non-royalty basis, in perpetuity, anywhere within the world from the owner of said pre-existing works.

C. Employee has not exploited the Proprietary Creations for Employee’s own purposes or for the purposes or benefit of any other party other than the Company.

D. No claim is pending, has been threatened, nor but for the passage of time will be pending, threatened or will accrue that could have a direct or indirect effect on the Proprietary Creations.

E. The Proprietary Creations were not created during the Employee’s employment for any other employer or as a work for hire of any other party. The Proprietary Creations or the use and distribution thereof, will not violate any non-compete, non-solicitation or any other restrictive covenant contained in any employment agreement or other agreement that the Employee may have had with any other employer or party.

F. All proprietary software programs and other tools used by the Employee in the creation of the Proprietary Creations were duly and validly licensed for use by the Employee and were used within the scope of the applicable license agreement when creating the Proprietary Creations.

G. Employee has executed this Authorship Certificate with full knowledge of its content and significance and with full knowledge that other parties will rely on the content hereof when making important business decisions and entering potential transaction.

WITNESS our signatures as of the day and date first above stated.

Attach Exhibits