Inventions Assignment Agreement

Inventions Assignment Agreement

This Invention Assignment Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B ABBREVIATION]").

(The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

At-Will Employment. The parties hereby acknowledge 

that [PARTY B]'s employment with [PARTY A] is and will continue to be "At-Will", as defined under applicable Law, under [PARTY B]'s employment agreement with [PARTY A] (the "Employment Agreement"), and

their mutual intent that nothing in [PARTY A]'s policies, actions, or this agreement should be construed to alter the "At-Will" nature of [PARTY B]'s employment.

Assignment of Inventions

Disclosure of Inventions. [During the Term, and for [one] year after it ends,] [PARTY B] shall promptly disclose to [PARTY A] any Invention [PARTY B] develops or creates in connection with [PARTY B]'s employment relationship with [PARTY A].

Assignment of Inventions. [PARTY B] hereby assigns to [PARTY A] all right, title, and interest in and to any Inventions [PARTY B] develops or creates, individually or jointly, in connection with [PARTY B]'s employment relationship with [PARTY A] and either

during [PARTY B]'s employment with [PARTY A], or

subject to paragraph [REBUTTAL OF PRESUMPTION], during the [one] year period following the end of [PARTY B]'s employment with [PARTY A].

Rebuttal of Presumption. If [PARTY B] proves that an Invention they developed or created during the [one] year period following the end of their employment relationship with [PARTY A] was developed or created separate from and without influence of [PARTY B]'s employment with [PARTY A], that Invention will not be assigned to [PARTY A] under this section.

Definition of Inventions

Included Inventions. "Invention" includes all original works of authorship, developments, concepts, improvements, or trade secrets, whether or not patentable or registrable under copyright or similar Law, that [PARTY B] individually or jointly conceives of, develops, or reduces to practice.

Excluded Inventions. "Invention" does not include anything which qualifies fully for exclusion under [Section 2870 of the California Labor Code] [applicable state Law].

Prior Inventions

Retention of Prior Inventions. [PARTY B] will retain all right, title, and interest in and to any Inventions [PARTY B] developed or create before its employment with [PARTY A] ("Prior Inventions"), each of which are disclosed in [ATTACHMENT], attached to this agreement.

License to Prior Inventions Incorporated in [PARTY A] Products and Processes. If [PARTY B] incorporates any Prior Invention into any [PARTY A] product or process, [PARTY B] hereby grants to [PARTY A] a nonexclusive, royalty-free, irrevocable, perpetual, and worldwide license to use, modify, and sell that Prior Invention as part of or in connection with that particular product or process.

Assignments to US Government. To the extent required by any agreement between [PARTY A] and the United States Government, [PARTY B] hereby assigns to the United States Government [PARTY B]'s right, title, and interest in and to any Inventions.

 Termination for Cause. Upon Covered Entity's knowledge of a violation of a term of this Agreement by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure or end the violation. Covered Entity may terminate this Agreement if Business Associate does not cure or end the violation within the time specified by Covered Entity.

Term. This agreement will begin on the Effective Date and continue until the end of the [UNDERLYING AGREEMENT] (the "Term").

Records of Inventions 

Retain Records[PARTY B] shall

maintain correct and written records of all Inventions it create or develops during [PARTY B]'s employment with [PARTY A], in the format [PARTY A] specifies in writing, and

on [PARTY A]'s request, provide [PARTY A] with these records.

Ownership of Records. [PARTY A] will own, and [PARTY B] hereby assigns to [PARTY A], all right, title, and interest in and to these records.

Further Assurances with Intellectual Property Registrations

Assistance with IP Registrations. On [PARTY A]'s request and at its expense, [PARTY B] shall assist [PARTY A] in securing [PARTY A]'s Intellectual Property rights in and to assigned Inventions.

Power of Attorney. [PARTY B] hereby irrevocably appoints [PARTY A] as [PARTY B]'s agent and attorney-in-fact, to sign and file on [PARTY B]'s behalf the documents necessary to secure [PARTY A]'s Intellectual Property rights in assigned Inventions, but only in cases where after reasonable efforts [PARTY A] is unable to obtain [PARTY B]'s signature. 

Ownership of Confidential Information

Each Party Retains All Rights. Each party will retain all interest and proprietary rights in

the Confidential Information it discloses, and

any information or materials, including Confidential and non-Confidential Information, and Intellectual Property, it or the other party derives from the Confidential Information it discloses.

No License Right. No license, implied or otherwise, is granted under this agreement to either party's Intellectual Property, other than to use the Confidential Information in the manner and to the extent authorized under this agreement.

Ownership

Proprietary Rights. The disclosing party retains all proprietary rights to the Confidential Information.

License Rights. No license, express or implied, is granted other than to use the Confidential Information in the manner and to the extent authorized under this agreement.

Ownership and Return of Confidential Information.

Ownership. Any Confidential Information exchanged under this agreement will remain the disclosing party's exclusive property.

Return. At the end of this agreement, each party shall

return all Confidential Information received from the other party, and

destroy any copies they party made of any Confidential Information.

Representations

No Conflicts

No Restriction. [Except as disclosed in its disclosure schedule,] [PARTY B] is not under any restriction or obligation that could affect its performance of its obligations under this agreement. 

No Violation, Breach, or Conflict. [Except as disclosed in its disclosure schedule,] [PARTY B]'s execution, delivery, and performance of this agreement will not result in its violation or breach of, or conflict with any

provision of its articles of incorporation or bylaws,

applicable Law or Order, or

other [Material Contract / agreement] it is a party to.

No Prior Transfer[Except as disclosed in [PARTY B]'s disclosure schedule,] [PARTY B] has not sold, assigned, exclusively-licensed, or otherwise transferred any Invention in a way that would conflict with [PARTY A]'s rights under this agreement.

Non-Infringement

No Infringement[Except as disclosed in [PARTY B]'s disclosure schedule,] No Invention infringes or misappropriates a third party's Intellectual Property rights or other rights.

No Third Party infringement. [Except as disclosed in [PARTY B]'s disclosure schedule,] To [PARTY B]'s Knowledge, no third party is infringing any Intellectual Property in the Inventions.

Not in Public Domain[Except as disclosed in [PARTY B]'s disclosure schedule,] Inventions are not in the public domain.

Permits

Holding[Except as disclosed in [PARTY B]'s disclosure schedule,] [PARTY B] holds all Permits necessary to execute this agreement and perform its obligations under this agreement.

No Suspension[Except as disclosed in [PARTY B]'s disclosure schedule,] None of [PARTY B]'s Permits are subject to any, pending (or, to [PARTY B]'s knowledge, threatened) material suspension or cancellation.

Compliance[Except as disclosed in [PARTY B]'s disclosure schedule,] To [PARTY B]'s Knowledge, [PARTY B][, and its Subsidiaries,] is complying and has complied with the terms of all its Permits, except for non-compliance that would not reasonably be expected to have a material adverse effect.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose], except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. [PARTY B] may disclose Confidential Information to its Representatives

if and to the extent that [PARTY A] consents in writing to such disclosure, or

to the [PARTY B]'s officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. [PARTY B] may disclose Confidential Information if it is required to do so by Law but only if [PARTY B]

gives [PARTY A] Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with [PARTY A] in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, [PARTY B] shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. [PARTY B] will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. [PARTY B] may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. [PARTY B] will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without [PARTY A]'s written consent.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. A receiving party may disclose Confidential Information to its Representatives

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party

gives the disclosing party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. A receiving party may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.

Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties, dated [DATE] and attached to this agreement on [ATTACHMENT].

Non-Disclosure of Agreement. Neither party will disclose the terms or existence of this agreement to any third party, unless the other party gives written consent to the disclosure.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

Notice. A receiving party shall notify the disclosing party if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement,

[PARTY A] consents to in writing, or

required by Law.

Notice. [PARTY B] shall notify [PARTY A] if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Export Compliance[PARTY B] shall be solely responsible for obtaining all licenses, Permits or authorizations as required from time to time by the United States and any other government for any export.

1. Export Compliance. The [PARTY B] shall be solely responsible for obtaining all licenses, permits or authorizations as required from time to time by the United States and any other government for any export. The [PARTY A] agrees to provide the [PARTY B] with reasonable assistance in obtaining licenses, permits or authorization.

Termination Certificate and Contact Information

Termination Certificate. On the end of [this agreement / [PARTY B]'s employment relationship with [PARTY A]], [PARTY B] shall execute and deliver to [PARTY A] the termination certificate attached to this agreement on [ATTACHMENT].

Contact Information. For [three] years after the end of [this agreement / [PARTY B]'s employment relationship with [PARTY A]], [PARTY B] shall provide [PARTY A] with contact information so that [PARTY A] can contact [PARTY B] regarding [PARTY B]'s continuing obligations under this agreement.

Return of Property. On termination or expiration of this agreement, or on [PARTY A]'s request, [PARTY B] shall

return to [PARTY A] all originals of the information, documents, equipment, files, and other property, including Intellectual Property, it received from [PARTY A],

destroy all copies of [PARTY A]'s of the information, documents, equipment, files, and other property, including Intellectual Property, it made, and

on [PARTY A]'s request, certify to [PARTY A] in writing that it destroyed all these copies.

Return of Property. On termination or expiration of this agreement, or on [PARTY A]'s request, [PARTY B] shall return to [PARTY A] all [PARTY A] information, documents, equipment, files, and other property, including Intellectual Property, both originals and copies, in [PARTY B]'s possession or in its direct or indirect control. 

Return of Property. On termination or expiration of this agreement, or on the other party's request, each party shall return to the other party all of the information, documents, equipment, files, and other property, including Intellectual Property, both originals and copies, it received from the other party.

Return of Property. On termination or expiration of this agreement, or on the other party's request, each party shall

return to the other party all originals of the information, documents, equipment, files, and other property, including Intellectual Property, it received from the other party,

destroy all copies of the other party's of the information, documents, equipment, files, and other property, including Intellectual Property, it made, and

on the other party's request, certify to the other party in writing that it destroyed all these copies.

Return of Property

Return or Destruction. Subject to paragraph [ARCHIVE EXCEPTION], on termination or expiration of this agreement, or on the other party's request, each party shall

return to the other party all originals of the information, documents, equipment, files, and other property, including Intellectual Property, it received from the other party,

destroy all copies of the other party's of the information, documents, equipment, files, and other property, including Intellectual Property, it made, and

on the other party's request, certify to the other party in writing that it destroyed all these copies.

Archive Exception. Each party may retain an archival copy of the other party's information, documents, equipment, files, and other property, including Intellectual Property, if and to the extent necessary to comply with Law or archival policies.

Consent to Notify New Employer. If [PARTY B]'s employment relationship with [PARTY A] ends, [PARTY A] may contact any new employer of [PARTY B], notify them about [PARTY B]'s rights and obligations under this agreement, and, if appropriate, provide the new employer with a copy of this agreement.

Conflict of interest Guidelines. [PARTY B] shall comply with [PARTY A]'s conflict of interest guidelines, attached as [ATTACHMENT].

Equitable Relief. The parties acknowledge that if either party violates the specific obligations of this agreement, it could lead the other party to suffer irreparable harm, that is, harm for which monetary damages would be an inadequate remedy. Further, the parties acknowledge that if in order to obtain [TYPE OF EQUITABLE RELIEF REQUESTED] the injured party was required to prove irreparable harm, the delay needed to prove irreparable harm could increase the harm the injured party would suffer. Therefore, parties intend that if either party violates the specific obligations of this agreement, then for the purposes of determining whether to grant equitable relief any court should assume that that violation would cause injured party irreparable harm.

Equitable Relief

Acknowledgment of Irreparable Harm. The parties acknowledge that breach or threatened breach of any of the obligations in this agreement would result in irreparable harm to the non-breaching party that cannot be adequately relieved solely by monetary damages.

Intent to Allow for Equitable Remedies. Accordingly, the parties intend, and hereby agree that after such breach, the non-breaching party may request from a court any applicable equitable remedies, including injunctive relief, without the need to post any security.

Equitable Relief

Acknowledgment of Irreparable Harm. Each party acknowledges that their breach or threatened breach of their obligations under sections [CONFIDENTIALITY], [NON-COMPETITION], and [NON-SOLICITATION][INCLUDE OTHER SPECIFIC OBLIGATIONS] would result in irreparable harm to the other party that cannot be adequately relieved by money damages alone.

Intent to Allow for Equitable Remedies. Accordingly, the parties hereby acknowledge their mutual intent that after any breach of the obligations listed in the paragraph directly above, the non-breaching party may request any applicable equitable remedies from a court, including injunctive relief, without the need for that party to post any security.

Definitions

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business.

"Confidential Information" has the same definition in this agreement as it does in the Employment Agreement.

"Employment Agreement" is defined in section [AT-WILL EMPLOYMENT]

"Governmental Authority" means

(a) any federal, state, local, or foreign government, and any political subdivision of any of them,

(b) any agency or instrumentality of any such government or political subdivision,

(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), and

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Intellectual Property" means any and all of the following in any jurisdiction throughout the world

(a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,

(b) copyrights, including all applications and registrations related to the foregoing,

(c) trade secrets and confidential know-how,

(d) patents and patent applications,

(e) websites and internet domain name registrations, and

(f) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing).

"Invention" is defined in section [ASSIGNMENT OF INVENTIONS].

"Law" means

(a) any law (including the common law), statute, bylaw, rule, regulation, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, policy, or other requirement of any Governmental Authority having the force of law.

"Non-Solicitation Period" is defined in section [NON-SOLICITATION].

"Order" means any decision, order, judgment, award, or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority with jurisdiction over the subject matter, whether preliminary or final.

"Permits" means all material licenses, consents, franchises, permits, certificates, approvals, and authorizations, from Governmental Authorities or third parties necessary for the ownership and operation of the party's business.

"Prior Inventions" is defined in section [PRIOR INVENTIONS].

"Term" is defined in section [TERM].

General Provisions

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a writing signed by both parties.

Notices

Method of Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this agreement will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

Assignment

[PARTY B] Requires [PARTY A]'s Consent[PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s written consent.

[PARTY A] May Give Notice to Assign[PARTY A] may assign this agreement or any of its rights or obligations under this agreement, by giving [PARTY B] notice.

Assignment. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s prior written consent. [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to [PARTY B],

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Dispute Resolution. The dispute resolution procedures under section [SECTION OF UNDERLYING AGREEMENT] in the [UNDERLYING AGREEMENT NAME] will govern any dispute arising out of this agreement[ and [SUBJECT MATTER OF THE AGREEMENT]].

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE] in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Acknowledgement of Contract Terms. [PARTY B] acknowledges that it

has read this agreement,

understands its terms,

has had the opportunity to consult[ and has consulted] with independent legal counsel, and

has signed this agreement voluntarily.

Advice of Counsel. [PARTY A] has advised [PARTY B] to review this agreement with an attorney of its choosing before signing this agreement, and [PARTY B] has had a reasonable period of time to do so.

Acknowledgement of Terms. Each party acknowledges that they

have read this agreement,

understand the terms of this agreement,

have had the opportunity to consult[ and has consulted] with independent legal counsel in connection with this agreement, and

have signed this agreement voluntarily.

1. Acknowledgement of Contract Terms. Before signing this agreement, the [PARTY B]

(a) has been given[ a reasonable opportunity / the opportunity, for no less than [21] days,] to consider its terms,

(b) has carefully read and fully understands all its terms,

(c) has been advised by the [PARTY A], and has been given ample opportunity, to consult with an attorney of his or her choosing regarding this agreement, and

(d) knowingly and voluntarily agrees to all of the terms of this agreement, without any duress, coercion, or undue influence by the [PARTY A], its representatives, or any other Person, and agrees to be legally bound by those terms.

Acknowledgement of Contract Terms. Before signing this agreement, [PARTY B]

has been given[ a reasonable opportunity / the opportunity, for no less than [21] days,] to consider its terms,

has carefully read and fully understands all its terms,

has been advised by [PARTY A], and has been given ample opportunity, to consult with an attorney of his or her choosing regarding this agreement, and

knowingly and voluntarily agrees to all of the terms of this agreement, without any duress, coercion, or undue influence by [PARTY A], its representatives, or any other Person, and agrees to be legally bound by those terms. 

Waiver

Affirmative Waivers. Neither party's failure or neglect to enforce any of rights under this agreement will be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,

represent the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement,

contain all the terms the parties agreed to relating to the subject matter, and

replace all the parties' previous discussions, understandings, and agreements relating to the subject matter.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Severability. If any part of this [agreement /plan] is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Survival. The parties' obligations under sections [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement.

Survival

Survival of Core Clauses. The parties' obligations under sections [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [expiration or termination of this agreement / closing].

Survival of Representations, Warranties, and Covenants. The representations, warranties, and covenants of the parties contained in this agreement or in any certificate delivered by them under this agreement will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement for [SURVIVAL TIME PERIOD] months.

Survival

Survival of Core Clauses. The parties' obligations under sections [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [expiration or termination of this agreement / closing].

Survival of Representations, Warranties, and Covenants. The representations, warranties, and covenants of the parties contained in this agreement or in any certificate delivered by them under this agreement will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement for [SURVIVAL TIME PERIOD] months.

Survival of Indemnification Obligations. The parties' indemnification obligations under the [INDEMNIFICATION CLAUSE] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement with respect to any claims the indemnified party has notified the indemnifying party of before the termination of the survival period listed above.

Binding Effect. This [agreement /plan] will benefit and bind the parties and their respective heirs, successors, and permitted assigns.

Interpretation. Each party has had adequate opportunity to review this agreement. Any interpretation of this agreement shall be made without regard to authorship or negotiation.

Interpretation

References to Specific Terms

Accounting Principles. Unless otherwise specified, where the character or amount of any asset or liability, item of revenue, or expense is required to be determined, or any consolidation or other accounting computation is required to be made, that determination or calculation will be made in accordance with the generally accepted accounting principles defined by the professional accounting industry in effect in the United States ("GAAP").

Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.

"Including." Where this agreement uses the word "including," it means "including without limitation," and where it uses the word "includes," it means "includes without limitation."

"Knowledge." Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement,] is expressed by a party to be "to its knowledge," or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:

the then-current, actual knowledge of the directors and officers of that party, and

the knowledge that would or should have come to the attention of any of them had they investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.

Statutes, etc. Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.

Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.

Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.

Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. [TIME ZONE] Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. [TIME ZONE] Time on the next Business Day.

Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.

Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of [this agreement/[SPECIFIED AGREEMENTS]] will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of [this agreement / [SPECIFIED AGREEMENTS].

Attorney Fees. In the event of any action arising out of or relating to this agreement, [PARTY A] shall bear all expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. In the event of any action arising out of or relating to this agreement, each party shall bear its own expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. If either party brings an Action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys' fees) incurred in connection with the Action and any appeal from the losing party.

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]

Inventions Assignment Agreement

This Invention Assignment Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B ABBREVIATION]").

(The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

At-Will Employment. The parties hereby acknowledge 

that [PARTY B]'s employment with [PARTY A] is and will continue to be "At-Will", as defined under applicable Law, under [PARTY B]'s employment agreement with [PARTY A] (the "Employment Agreement"), and

their mutual intent that nothing in [PARTY A]'s policies, actions, or this agreement should be construed to alter the "At-Will" nature of [PARTY B]'s employment.

Assignment of Inventions

Disclosure of Inventions. [During the Term, and for [one] year after it ends,] [PARTY B] shall promptly disclose to [PARTY A] any Invention [PARTY B] develops or creates in connection with [PARTY B]'s employment relationship with [PARTY A].

Assignment of Inventions. [PARTY B] hereby assigns to [PARTY A] all right, title, and interest in and to any Inventions [PARTY B] develops or creates, individually or jointly, in connection with [PARTY B]'s employment relationship with [PARTY A] and either

during [PARTY B]'s employment with [PARTY A], or

subject to paragraph [REBUTTAL OF PRESUMPTION], during the [one] year period following the end of [PARTY B]'s employment with [PARTY A].

Rebuttal of Presumption. If [PARTY B] proves that an Invention they developed or created during the [one] year period following the end of their employment relationship with [PARTY A] was developed or created separate from and without influence of [PARTY B]'s employment with [PARTY A], that Invention will not be assigned to [PARTY A] under this section.

Definition of Inventions

Included Inventions. "Invention" includes all original works of authorship, developments, concepts, improvements, or trade secrets, whether or not patentable or registrable under copyright or similar Law, that [PARTY B] individually or jointly conceives of, develops, or reduces to practice.

Excluded Inventions. "Invention" does not include anything which qualifies fully for exclusion under [Section 2870 of the California Labor Code] [applicable state Law].

Prior Inventions

Retention of Prior Inventions. [PARTY B] will retain all right, title, and interest in and to any Inventions [PARTY B] developed or create before its employment with [PARTY A] ("Prior Inventions"), each of which are disclosed in [ATTACHMENT], attached to this agreement.

License to Prior Inventions Incorporated in [PARTY A] Products and Processes. If [PARTY B] incorporates any Prior Invention into any [PARTY A] product or process, [PARTY B] hereby grants to [PARTY A] a nonexclusive, royalty-free, irrevocable, perpetual, and worldwide license to use, modify, and sell that Prior Invention as part of or in connection with that particular product or process.

Assignments to US Government. To the extent required by any agreement between [PARTY A] and the United States Government, [PARTY B] hereby assigns to the United States Government [PARTY B]'s right, title, and interest in and to any Inventions.

 Termination for Cause. Upon Covered Entity's knowledge of a violation of a term of this Agreement by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure or end the violation. Covered Entity may terminate this Agreement if Business Associate does not cure or end the violation within the time specified by Covered Entity.

Term. This agreement will begin on the Effective Date and continue until the end of the [UNDERLYING AGREEMENT] (the "Term").

Records of Inventions 

Retain Records[PARTY B] shall

maintain correct and written records of all Inventions it create or develops during [PARTY B]'s employment with [PARTY A], in the format [PARTY A] specifies in writing, and

on [PARTY A]'s request, provide [PARTY A] with these records.

Ownership of Records. [PARTY A] will own, and [PARTY B] hereby assigns to [PARTY A], all right, title, and interest in and to these records.

Further Assurances with Intellectual Property Registrations

Assistance with IP Registrations. On [PARTY A]'s request and at its expense, [PARTY B] shall assist [PARTY A] in securing [PARTY A]'s Intellectual Property rights in and to assigned Inventions.

Power of Attorney. [PARTY B] hereby irrevocably appoints [PARTY A] as [PARTY B]'s agent and attorney-in-fact, to sign and file on [PARTY B]'s behalf the documents necessary to secure [PARTY A]'s Intellectual Property rights in assigned Inventions, but only in cases where after reasonable efforts [PARTY A] is unable to obtain [PARTY B]'s signature. 

Ownership of Confidential Information

Each Party Retains All Rights. Each party will retain all interest and proprietary rights in

the Confidential Information it discloses, and

any information or materials, including Confidential and non-Confidential Information, and Intellectual Property, it or the other party derives from the Confidential Information it discloses.

No License Right. No license, implied or otherwise, is granted under this agreement to either party's Intellectual Property, other than to use the Confidential Information in the manner and to the extent authorized under this agreement.

Ownership

Proprietary Rights. The disclosing party retains all proprietary rights to the Confidential Information.

License Rights. No license, express or implied, is granted other than to use the Confidential Information in the manner and to the extent authorized under this agreement.

Ownership and Return of Confidential Information.

Ownership. Any Confidential Information exchanged under this agreement will remain the disclosing party's exclusive property.

Return. At the end of this agreement, each party shall

return all Confidential Information received from the other party, and

destroy any copies they party made of any Confidential Information.

Representations

No Conflicts

No Restriction. [Except as disclosed in its disclosure schedule,] [PARTY B] is not under any restriction or obligation that could affect its performance of its obligations under this agreement. 

No Violation, Breach, or Conflict. [Except as disclosed in its disclosure schedule,] [PARTY B]'s execution, delivery, and performance of this agreement will not result in its violation or breach of, or conflict with any

provision of its articles of incorporation or bylaws,

applicable Law or Order, or

other [Material Contract / agreement] it is a party to.

No Prior Transfer[Except as disclosed in [PARTY B]'s disclosure schedule,] [PARTY B] has not sold, assigned, exclusively-licensed, or otherwise transferred any Invention in a way that would conflict with [PARTY A]'s rights under this agreement.

Non-Infringement

No Infringement[Except as disclosed in [PARTY B]'s disclosure schedule,] No Invention infringes or misappropriates a third party's Intellectual Property rights or other rights.

No Third Party infringement. [Except as disclosed in [PARTY B]'s disclosure schedule,] To [PARTY B]'s Knowledge, no third party is infringing any Intellectual Property in the Inventions.

Not in Public Domain[Except as disclosed in [PARTY B]'s disclosure schedule,] Inventions are not in the public domain.

Permits

Holding[Except as disclosed in [PARTY B]'s disclosure schedule,] [PARTY B] holds all Permits necessary to execute this agreement and perform its obligations under this agreement.

No Suspension[Except as disclosed in [PARTY B]'s disclosure schedule,] None of [PARTY B]'s Permits are subject to any, pending (or, to [PARTY B]'s knowledge, threatened) material suspension or cancellation.

Compliance[Except as disclosed in [PARTY B]'s disclosure schedule,] To [PARTY B]'s Knowledge, [PARTY B][, and its Subsidiaries,] is complying and has complied with the terms of all its Permits, except for non-compliance that would not reasonably be expected to have a material adverse effect.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose], except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. [PARTY B] may disclose Confidential Information to its Representatives

if and to the extent that [PARTY A] consents in writing to such disclosure, or

to the [PARTY B]'s officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. [PARTY B] may disclose Confidential Information if it is required to do so by Law but only if [PARTY B]

gives [PARTY A] Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with [PARTY A] in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, [PARTY B] shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. [PARTY B] will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. [PARTY B] may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. [PARTY B] will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without [PARTY A]'s written consent.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. A receiving party may disclose Confidential Information to its Representatives

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party

gives the disclosing party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. A receiving party may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.

Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties, dated [DATE] and attached to this agreement on [ATTACHMENT].

Non-Disclosure of Agreement. Neither party will disclose the terms or existence of this agreement to any third party, unless the other party gives written consent to the disclosure.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

Notice. A receiving party shall notify the disclosing party if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement,

[PARTY A] consents to in writing, or

required by Law.

Notice. [PARTY B] shall notify [PARTY A] if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Export Compliance[PARTY B] shall be solely responsible for obtaining all licenses, Permits or authorizations as required from time to time by the United States and any other government for any export.

1. Export Compliance. The [PARTY B] shall be solely responsible for obtaining all licenses, permits or authorizations as required from time to time by the United States and any other government for any export. The [PARTY A] agrees to provide the [PARTY B] with reasonable assistance in obtaining licenses, permits or authorization.

Termination Certificate and Contact Information

Termination Certificate. On the end of [this agreement / [PARTY B]'s employment relationship with [PARTY A]], [PARTY B] shall execute and deliver to [PARTY A] the termination certificate attached to this agreement on [ATTACHMENT].

Contact Information. For [three] years after the end of [this agreement / [PARTY B]'s employment relationship with [PARTY A]], [PARTY B] shall provide [PARTY A] with contact information so that [PARTY A] can contact [PARTY B] regarding [PARTY B]'s continuing obligations under this agreement.

Return of Property. On termination or expiration of this agreement, or on [PARTY A]'s request, [PARTY B] shall

return to [PARTY A] all originals of the information, documents, equipment, files, and other property, including Intellectual Property, it received from [PARTY A],

destroy all copies of [PARTY A]'s of the information, documents, equipment, files, and other property, including Intellectual Property, it made, and

on [PARTY A]'s request, certify to [PARTY A] in writing that it destroyed all these copies.

Return of Property. On termination or expiration of this agreement, or on [PARTY A]'s request, [PARTY B] shall return to [PARTY A] all [PARTY A] information, documents, equipment, files, and other property, including Intellectual Property, both originals and copies, in [PARTY B]'s possession or in its direct or indirect control. 

Return of Property. On termination or expiration of this agreement, or on the other party's request, each party shall return to the other party all of the information, documents, equipment, files, and other property, including Intellectual Property, both originals and copies, it received from the other party.

Return of Property. On termination or expiration of this agreement, or on the other party's request, each party shall

return to the other party all originals of the information, documents, equipment, files, and other property, including Intellectual Property, it received from the other party,

destroy all copies of the other party's of the information, documents, equipment, files, and other property, including Intellectual Property, it made, and

on the other party's request, certify to the other party in writing that it destroyed all these copies.

Return of Property

Return or Destruction. Subject to paragraph [ARCHIVE EXCEPTION], on termination or expiration of this agreement, or on the other party's request, each party shall

return to the other party all originals of the information, documents, equipment, files, and other property, including Intellectual Property, it received from the other party,

destroy all copies of the other party's of the information, documents, equipment, files, and other property, including Intellectual Property, it made, and

on the other party's request, certify to the other party in writing that it destroyed all these copies.

Archive Exception. Each party may retain an archival copy of the other party's information, documents, equipment, files, and other property, including Intellectual Property, if and to the extent necessary to comply with Law or archival policies.

Consent to Notify New Employer. If [PARTY B]'s employment relationship with [PARTY A] ends, [PARTY A] may contact any new employer of [PARTY B], notify them about [PARTY B]'s rights and obligations under this agreement, and, if appropriate, provide the new employer with a copy of this agreement.

Conflict of interest Guidelines. [PARTY B] shall comply with [PARTY A]'s conflict of interest guidelines, attached as [ATTACHMENT].

Equitable Relief. The parties acknowledge that if either party violates the specific obligations of this agreement, it could lead the other party to suffer irreparable harm, that is, harm for which monetary damages would be an inadequate remedy. Further, the parties acknowledge that if in order to obtain [TYPE OF EQUITABLE RELIEF REQUESTED] the injured party was required to prove irreparable harm, the delay needed to prove irreparable harm could increase the harm the injured party would suffer. Therefore, parties intend that if either party violates the specific obligations of this agreement, then for the purposes of determining whether to grant equitable relief any court should assume that that violation would cause injured party irreparable harm.

Equitable Relief

Acknowledgment of Irreparable Harm. The parties acknowledge that breach or threatened breach of any of the obligations in this agreement would result in irreparable harm to the non-breaching party that cannot be adequately relieved solely by monetary damages.

Intent to Allow for Equitable Remedies. Accordingly, the parties intend, and hereby agree that after such breach, the non-breaching party may request from a court any applicable equitable remedies, including injunctive relief, without the need to post any security.

Equitable Relief

Acknowledgment of Irreparable Harm. Each party acknowledges that their breach or threatened breach of their obligations under sections [CONFIDENTIALITY], [NON-COMPETITION], and [NON-SOLICITATION][INCLUDE OTHER SPECIFIC OBLIGATIONS] would result in irreparable harm to the other party that cannot be adequately relieved by money damages alone.

Intent to Allow for Equitable Remedies. Accordingly, the parties hereby acknowledge their mutual intent that after any breach of the obligations listed in the paragraph directly above, the non-breaching party may request any applicable equitable remedies from a court, including injunctive relief, without the need for that party to post any security.

Definitions

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business.

"Confidential Information" has the same definition in this agreement as it does in the Employment Agreement.

"Employment Agreement" is defined in section [AT-WILL EMPLOYMENT]

"Governmental Authority" means

(a) any federal, state, local, or foreign government, and any political subdivision of any of them,

(b) any agency or instrumentality of any such government or political subdivision,

(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), and

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Intellectual Property" means any and all of the following in any jurisdiction throughout the world

(a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,

(b) copyrights, including all applications and registrations related to the foregoing,

(c) trade secrets and confidential know-how,

(d) patents and patent applications,

(e) websites and internet domain name registrations, and

(f) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing).

"Invention" is defined in section [ASSIGNMENT OF INVENTIONS].

"Law" means

(a) any law (including the common law), statute, bylaw, rule, regulation, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, policy, or other requirement of any Governmental Authority having the force of law.

"Non-Solicitation Period" is defined in section [NON-SOLICITATION].

"Order" means any decision, order, judgment, award, or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority with jurisdiction over the subject matter, whether preliminary or final.

"Permits" means all material licenses, consents, franchises, permits, certificates, approvals, and authorizations, from Governmental Authorities or third parties necessary for the ownership and operation of the party's business.

"Prior Inventions" is defined in section [PRIOR INVENTIONS].

"Term" is defined in section [TERM].

General Provisions

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a writing signed by both parties.

Notices

Method of Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this agreement will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

Assignment

[PARTY B] Requires [PARTY A]'s Consent[PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s written consent.

[PARTY A] May Give Notice to Assign[PARTY A] may assign this agreement or any of its rights or obligations under this agreement, by giving [PARTY B] notice.

Assignment. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s prior written consent. [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to [PARTY B],

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Dispute Resolution. The dispute resolution procedures under section [SECTION OF UNDERLYING AGREEMENT] in the [UNDERLYING AGREEMENT NAME] will govern any dispute arising out of this agreement[ and [SUBJECT MATTER OF THE AGREEMENT]].

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE] in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Acknowledgement of Contract Terms. [PARTY B] acknowledges that it

has read this agreement,

understands its terms,

has had the opportunity to consult[ and has consulted] with independent legal counsel, and

has signed this agreement voluntarily.

Advice of Counsel. [PARTY A] has advised [PARTY B] to review this agreement with an attorney of its choosing before signing this agreement, and [PARTY B] has had a reasonable period of time to do so.

Acknowledgement of Terms. Each party acknowledges that they

have read this agreement,

understand the terms of this agreement,

have had the opportunity to consult[ and has consulted] with independent legal counsel in connection with this agreement, and

have signed this agreement voluntarily.

1. Acknowledgement of Contract Terms. Before signing this agreement, the [PARTY B]

(a) has been given[ a reasonable opportunity / the opportunity, for no less than [21] days,] to consider its terms,

(b) has carefully read and fully understands all its terms,

(c) has been advised by the [PARTY A], and has been given ample opportunity, to consult with an attorney of his or her choosing regarding this agreement, and

(d) knowingly and voluntarily agrees to all of the terms of this agreement, without any duress, coercion, or undue influence by the [PARTY A], its representatives, or any other Person, and agrees to be legally bound by those terms.

Acknowledgement of Contract Terms. Before signing this agreement, [PARTY B]

has been given[ a reasonable opportunity / the opportunity, for no less than [21] days,] to consider its terms,

has carefully read and fully understands all its terms,

has been advised by [PARTY A], and has been given ample opportunity, to consult with an attorney of his or her choosing regarding this agreement, and

knowingly and voluntarily agrees to all of the terms of this agreement, without any duress, coercion, or undue influence by [PARTY A], its representatives, or any other Person, and agrees to be legally bound by those terms. 

Waiver

Affirmative Waivers. Neither party's failure or neglect to enforce any of rights under this agreement will be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,

represent the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement,

contain all the terms the parties agreed to relating to the subject matter, and

replace all the parties' previous discussions, understandings, and agreements relating to the subject matter.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Severability. If any part of this [agreement /plan] is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Survival. The parties' obligations under sections [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement.

Survival

Survival of Core Clauses. The parties' obligations under sections [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [expiration or termination of this agreement / closing].

Survival of Representations, Warranties, and Covenants. The representations, warranties, and covenants of the parties contained in this agreement or in any certificate delivered by them under this agreement will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement for [SURVIVAL TIME PERIOD] months.

Survival

Survival of Core Clauses. The parties' obligations under sections [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [expiration or termination of this agreement / closing].

Survival of Representations, Warranties, and Covenants. The representations, warranties, and covenants of the parties contained in this agreement or in any certificate delivered by them under this agreement will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement for [SURVIVAL TIME PERIOD] months.

Survival of Indemnification Obligations. The parties' indemnification obligations under the [INDEMNIFICATION CLAUSE] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement with respect to any claims the indemnified party has notified the indemnifying party of before the termination of the survival period listed above.

Binding Effect. This [agreement /plan] will benefit and bind the parties and their respective heirs, successors, and permitted assigns.

Interpretation. Each party has had adequate opportunity to review this agreement. Any interpretation of this agreement shall be made without regard to authorship or negotiation.

Interpretation

References to Specific Terms

Accounting Principles. Unless otherwise specified, where the character or amount of any asset or liability, item of revenue, or expense is required to be determined, or any consolidation or other accounting computation is required to be made, that determination or calculation will be made in accordance with the generally accepted accounting principles defined by the professional accounting industry in effect in the United States ("GAAP").

Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.

"Including." Where this agreement uses the word "including," it means "including without limitation," and where it uses the word "includes," it means "includes without limitation."

"Knowledge." Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement,] is expressed by a party to be "to its knowledge," or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:

the then-current, actual knowledge of the directors and officers of that party, and

the knowledge that would or should have come to the attention of any of them had they investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.

Statutes, etc. Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.

Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.

Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.

Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. [TIME ZONE] Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. [TIME ZONE] Time on the next Business Day.

Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.

Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of [this agreement/[SPECIFIED AGREEMENTS]] will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of [this agreement / [SPECIFIED AGREEMENTS].

Attorney Fees. In the event of any action arising out of or relating to this agreement, [PARTY A] shall bear all expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. In the event of any action arising out of or relating to this agreement, each party shall bear its own expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. If either party brings an Action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys' fees) incurred in connection with the Action and any appeal from the losing party.

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]