the Assignment of Intellectual Property Agreement, by pointingout the following:

1) The offer(s) and how they are accepted OR the promises exchanged

2)The type(s) of consideration

3) The contract term (length of time the contract is in force/effect)

4) Remedy/Remedies available to each party in the event of breach

5) Describe what you think is appropriate, beneficial and/or problematic about the contract for the parties (i.e., how you would change the contract, or, if you would not change it, explain why).

ASSIGNMENT OF INTELLECTUAL PROPERTY AGREEMENT

This Agreement is made and entered into as of ______________________ between ______________ a [STATE OF INCORPORATION] corporation with its principal business address at _____________________ (the "Company") and ___________________________, residing at __________________ ___________________________________________ (the "Employee").

WHEREAS, the Company is engaged in the specialized and highly competitive business of, among other things, _____________________; and

WHEREAS, Employee desires to be employed by the Company or continue employment with the Company; and

WHEREAS, Employee recognizes that the execution of this Agreement is an express condition of employment or continued employment with the Company.

NOW THEREFORE,in consideration of Employee's employment with the Company and the salary, wages and other consideration paid to Employee and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.Definitions.Whenever used in this Agreement the following words and phrases shall have the following respective meanings:

(a)"Intellectual Property" means all Inventions, Designs, Copyright Works, and Trademark/Service Mark Concepts or any other proprietary rights (1) made, developed or conceived by Employee (individually or jointly with others); (2) which relate to the actual or anticipated business of the Company, or to the actual or anticipated research or development of the Company or are suggested by or as a result from any task assigned to or undertaken by Employee on behalf of the Company; and (3) which Employee made or conceived from the time Employee became employed by the Company until Employee leaves, whether or not made or conceived during normal business hours and whether or not Employee used the Company's resources.

(b)"Inventions"means all discoveries, concepts or ideas including, but not limited to, any processes, machines, manufacture or composition of matter, art, contribution, contrivance, trade secrets, know-how and development, work-in-process, business and marketing plans, customers lists, supplier lists, finding, or plant, or any improvement of any of the foregoing, whether or not patentable.

(c)"Designs"means all useful or ornamental designs for articles of manufacture, specifications, drawings, product information and data, whether or not patentable.

(d)"Copyright Works"means all original works of authorship which are subject to copyright protection, including, but not limited to: literary works, computer programs, artistic works (including Designs, graphs, drawings, blueprints and other works), recordings, slides, motion pictures and audio-visual works, whether or not copyrightable, all of which shall be deemed to be "works made for hire" under the United States copyright laws.

(e)"Trademark/Service Mark Concepts"means all marks, names, phrases, Designs or other indications of source for any goods or services, whether or not registerable.

2.Disclosure and Confidential Treatment of Intellectual Property.Employee will disclose to the Company promptly and fully all Intellectual Property as soon as Employee conceives such Intellectual Property.Employee understands that all Intellectual Property is considered confidential until patented, copyrighted, trademarked, registered or published (and even thereafter to the extent that such Intellectual Property is not fully disclosed and available to the public as a result of patenting, copyrighting, registering or publishing it).Employee will treat all such Intellectual Property, including the fact that such Intellectual Property exists, as confidential in accordance with this Agreement.Employee will not publish, disseminate or otherwise disclose outside the Company any such Intellectual Property without first obtaining the Company's written consent.

3.Assignment of Rights.Employee will disclose to the Company in the manner and form requested by the Company all Intellectual Property rights made or conceived by Employee, or Intellectual Property rights obtained by Employee, during his/her employment with the Company.Employee agrees that all Confidential Information conceived by Employee during his/her employment with the Company and any Intellectual Property rights made or conceived by Employee during his/her employment with the Company shall, upon conception, be the sole and exclusive property of the Company, except as provided for in Paragraph 4.Employee hereby assigns to the Company all his/her rights in such Intellectual Property, and the goodwill appurtenant thereto.Employee specifically agrees that all of his/her writings and other Copyright Works shall be deemed "works made for hire" under the copyright laws and shall, upon creation, be owned exclusively by the Company.

4.Patent Rights.Employee understands that state laws in certain states of the United States to which Employee might be assigned by the Company may provide certain limitations relating to the ownership of patentable Inventions.Employee agrees that the Company shall be entitled to shop rights providing the Company with a non-exclusive, royalty-free, irrevocable license to any intellectual property which is not within the scope of Intellectual Property but which was conceived or made by Employee during the hours of his/her employment by the Company or with the use of the facilities or materials of the Company or with the use of any other information of the Company.

5.Additional Acts to Assist The Company.Both during and after Employee's employment with the Company, Employee will do whatever is reasonably requested by the Company, at no cost to him/her and at the expense of the Company, to sign documents or perform other lawful acts to help the Company obtain, perfect and enforce the Company's rights throughout the world to the Intellectual Property.However, Employee understands that he/she has completely assigned certain present and future rights to the Company by signing this Agreement, even if the Company does not require the signing of any additional documents or any additional acts in connection with such assignment of rights.

6.Specific Performance.Employee acknowledges and recognizes that any breach or threatened breach by him/her of any of the covenants of this Agreement shall cause the Company irreparable harm which cannot be readily remedied in damages in an action of law and the damages to the Company would be very difficult to determine.Therefore, in addition to any other rights or remedies available to the Company, by law, in equity or by statute, Employee hereby consents to the specific enforcement of any applicable section of this Agreement by the Company through an injunction or restraining order issued by any appropriate court.

7.Enforceability.If any provision of this Agreement or compliance by any of the parties with any provision of this Agreement constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, shall be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law.If such modification is not possible, said provision, to the extent that it is in violation of law, unenforceable or void, shall be deemed severable from this Agreement, which will remain binding on the parties.

8.Governing Law; Venue.The rights and obligations of the parties under this Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of ________________ without regard to principles of conflict of laws.Courts situated within the State of ______________ shall have sole jurisdiction over any disputes arising out of or concerning this Agreement.

9.No Right to Continued Employment.Employee acknowledges that nothing contained in this Agreement is intended to create or imply a contract for, or right to, employment or any benefit for any particular length of time.The at-will nature of Employee's employment with the Company shall not be affected by this Agreement.

10.Entire Agreement.This Agreement is the entire agreement between the Employee and the Company relating to the subject matter hereof and supersedes any previous agreement, whether oral or in writing.The Employee agrees that no amendment to this Agreement shall be binding upon the parties unless it is in writing and executed by both parties.

11.Successors and Assigns.This Agreement will inure to the benefit of the successors and assigns of the Company.

12.Independent Legal Advice.Both parties have sought or had the opportunity to seek, independent legal advice with regard to this Agreement.

IN WITNESS WHEREOFthe parties have executed this Agreement as of the date written.