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-1- 10.23 Form: Employee Certificate of Authorship This Certificate is given by ____________________ ("Employee") for the purpose of ensuring XYZ, Inc., a Maryland corporation ("Software Company"), of Employee's right and ownership in and to the Technology, as hereinafter defined, before the assignment and conveyance of that Technology to Software Company. It is acknowledged that this Certificate has been prepared after careful consideration and investigation by Employee of all relevant facts and circumstances. It is further acknowledged that this Certificate will be relied on from time to time by other persons and entities for purposes of determining whether to license the Technology or distribute products based on the Technology, or otherwise do business with Software Company. Therefore, Employee hereby certifies, warrants, and covenants as follows: 1. Employee is the sole and exclusive author, inventor, and owner of __________ (the "Technology"). The Technology was conceived, developed, and (insofar as has occurred) reduced to practice solely by Employee, through the use of Employee's own time, effort, and materials, at his or her own premises, during the period of __________ through __________. For purposes of this Certificate, the Technology shall exclude (1) any preexisting works identified in Paragraph 6 herein, and (2) any further intellectual property right or interest, including any possible enhancement or improvement to the Technology, to the extent that any such further intellectual property right was assigned and conveyed, or otherwise acquired, in its entirety by Software Company. 2. The works embodied in the Technology have not been published under circumstances that have caused a loss of copyright therein. 3. Employee has assigned and conveyed all right, title, and interest in and to the Technology to Software Company. By virtue of such assignment and conveyance, Software Company has obtained sufficient right and authority, without obligation to any other person or entity, (1) to exploit the Technology commercially, including (without limitation) by copying, making derivative works of, distributing, performing, and displaying the works embodied in the Technology (including any derivative works thereof), and by making, using, and selling the apparatus designed on the basis of the Technology, when combined with generally available parts and equipment; and (2) to copy and display all pictorial, graphic, or audiovisual works created as a result of the execution of the Technology, or any derivative work -2- thereof, even if such pictorial, graphic, or audiovisual works are created by or with other programming or through other means. 4. Employee's invention and development of the Technology has not, and does not, conflict with or violate any obligation or duty Employee may have to any third party. The Technology and its exploitation do not infringe any patent, copyright, trademark, or other intellectual property rights (including trade secrets), privacy or similar rights of any third party, nor has any claim, whether or not embodied in an action, past or present, of such infringement been threatened or asserted, and no such claim is pending, against Employee or, insofar as Employee is aware, against any other entity. Specifically, as the Technology and the effort of its development relate to Employee's former employer: a. The conception of the Technology occurred at a time when Employee was not an employee or consultant of Employee's former employer, customer or client, as the case may be, (such party being referred to herein as the prior or former "employer," whether or not the relationship which existed is one of employment, consultancy or otherwise); and b. No use whatsoever of the facilities or resources of Employee's prior employer was made in the development of the Technology. [Alternative provision] a. All work involving the Technology occurred after normal working hours or on weekends or holidays at Employee's own premises; b. Employee never caused any interference with the normal business of Employee's former employer, including by making any contacts with its customers or competitors, but on the contrary performed Employee's appointed duties to Employee's former employer to the best of his or her ability; c. To the best of his or her knowledge, Employee's duties to Employee's former employer at no time required him or her to disclose or assign the Technology to Employee's former employer, nor does the Technology otherwise constitute work-for-hire of Employee's former employer; and d. The principal method of exploiting the Technology, as now contemplated by Software Company, will not be directly competitive with the business or interests of Employee's former employer. -3- 5. Employee has entered into no employment or consulting agreements over the past _____ years, other than as set forth on Schedule A attached hereto. 6. The only programming or computer code used or adapted in any way by Employee in the preparation of the Technology consist of the following programs commercially available for general use in such manner under terms that entitled Employee to retain sole and exclusive ownership of the Technology, insofar as it is deemed to constitute a derivative work thereof: ______________. 7. The source code and related system documentation provided to Software Company in connection with the assignment and conveyance of the Technology (1) are understandable and usable by trained computer- programming personnel who are generally familiar with [specify name of computer language or architecture] systems, (2) do not involve any proprietary languages or programming components that such personnel could not reasonably be expected to understand, and (3) include all of the devices, programming, and documentation necessary for the maintenance and support of the Technology, except for devices, programming, and documentation commercially available to Software Company on reasonable terms through readily known sources not affiliated with Employees. IN WITNESS WHEREOF, this Certificate is made this _______ day of __________, 20__. ________________________________________ [Name of Employee] ฀