Technology Assignment Agreement

TECHNOLOGY ASSIGNMENT AGREEMENT

This Technology Assignment Agreement (the "Agreement") is made as of Effective Date: Month Day Year , by and between Assignor Name: , a Entity Type: Corporation LLC Individual, with principal place of business at ; and Assignee Name: , a Entity Type: Corporation LLC Individual, with principal place of business at .

RECITALS

WHEREAS, Assignor has developed or otherwise owns certain inventions, proprietary information, improvements, know-how, software and related materials described in Schedule A attached hereto (collectively, the "Technology");

WHEREAS, Assignor desires to transfer and assign to Assignee, and Assignee desires to acquire from Assignor, all right, title and interest in and to the Technology, including all associated intellectual property rights, on the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that the assignment shall include, without limitation, all patents, patent applications, provisional applications, continuations, continuations-in-part, divisions, reissues, registrations, copyrights, mask works, trade secrets, source code, documentation and all rights to sue for past, present and future infringement with respect thereto;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Assigned Rights" means all right, title and interest of Assignor in and to the Technology and all associated Intellectual Property Rights, including without limitation patents, patent applications, copyrights, trade secrets, know-how, source code and moral rights to the maximum extent transferable under applicable law.

1.2 "Intellectual Property Rights" means all worldwide intellectual property rights of every kind and nature, whether registered or unregistered, now known or hereafter arising.

2. ASSIGNMENT

2.1 Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby irrevocably assigns, transfers and conveys to Assignee all right, title and interest in and to the Assigned Rights, including but not limited to the exclusive right to exploit, license, enforce and bring suit therefor, whether now existing or hereafter arising.

2.2 Scope. The assignment includes all rights to past, present and future claims for damages, injunctive relief, royalties and other remedies related to infringement or misappropriation occurring prior to, on or after the Effective Date.

3. CONSIDERATION

As consideration for the assignment of the Assigned Rights, Assignee shall pay to Assignor the consideration set forth below, the receipt and sufficiency of which Assignor hereby acknowledges.

4. REPRESENTATIONS AND WARRANTIES

4.1 By Assignor. Assignor represents and warrants that: (a) Assignor is the sole and exclusive owner of all right, title and interest in and to the Assigned Rights free and clear of any liens, security interests, encumbrances or licenses except as expressly disclosed in writing to Assignee; (b) Assignor has full power and authority to enter into this Agreement and to assign the Assigned Rights; (c) to Assignor's knowledge, the Assigned Rights are not subject to any pending litigation or third-party claim that would materially impair the assignment; and (d) Assignor has not granted and will not grant any rights or licenses in the Assigned Rights that are inconsistent with the assignments made herein.

4.2 By Assignee. Assignee represents and warrants that it has the corporate power and authority to enter into and perform its obligations under this Agreement and that execution and delivery of this Agreement has been duly authorized.

4.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 4, THE ASSIGNED RIGHTS ARE PROVIDED "AS IS" AND ASSIGNOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

5. FURTHER ASSURANCES

Assignor shall, at Assignee's expense, execute and deliver such instruments and take such other actions as may be reasonably requested by Assignee to effectuate the assignment of the Assigned Rights and to transfer and confirm to Assignee all right, title and interest therein (including execution of assignments, power of attorney for prosecution or maintenance of patent applications, and cooperation in proceedings to record assignments).

6. CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party concerning the Technology and the business relating thereto, and shall not disclose such information to any third party except as required by law or court order, provided that the disclosing party is given prompt notice and an opportunity to seek protective relief.

7. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee and its officers, directors and affiliates against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations and warranties or any claim that the Assigned Rights violate or infringe the rights of a third party, except to the extent such claim arises from Assignee's negligent or willful acts.

8. TAXES AND ALLOCATIONS

Unless otherwise agreed in writing, each party shall be responsible for its own taxes arising from this Agreement. Any transfer taxes, recording fees or similar charges imposed by reason of the assignments contemplated by this Agreement shall be borne by .

9. NOTICES

All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, addressed to the parties at their principal place of business or such other address as either party may designate by notice in accordance with this Section.

10. AMENDMENTS; WAIVER

This Agreement may not be amended or modified except by a writing executed by authorized representatives of both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is asserted.

11. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement 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. Facsimile, electronic image or other electronic signatures shall be deemed original signatures for all purposes.

12. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, provided that Assignee may assign or transfer this Agreement and the Assigned Rights to an affiliate or in connection with a merger, acquisition or sale of substantially all of Assignee's assets without Assignor's consent.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county of for the resolution of disputes arising out of this Agreement.

14. ENTIRE AGREEMENT

This Agreement, including Schedule A attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating thereto.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

SCHEDULE A — TECHNOLOGY DESCRIPTION

Describe the Technology, including patent/application numbers (if any), detailed description of source code, names of inventors, and other materials to be assigned.

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