Washington, D.C. Location

McNeely, Hare & War LLP
5335 Wisconsin Ave, NW, Suite 440,
Washington, DC 20015
(202) 274-0214

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Princeton, NJ Location

McNeely, Hare & War LLP
12 Roszel Road, Suite C104,
Princeton, NJ 08540
(609) 240-2533

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THIS AGREEMENT is made as of this [Date] by and between [RFID Inventor’s Name] whose address is [RFID Inventor’s Address] (“RFID Inventor”) and [GPS Patent Co.], a [GPS Patent Co.’s State of Incorporation] corporation with offices at [GPS Patent Co.’s Address] (“GPS Patent Co.”) (collectively the “Parties”).

W I T N E S S E T H:

WHEREAS, RFID Inventor and GPS Patent Co. are in agreement with respect to the terms and conditions under which RFID Inventor shall commence full-time employment with GPS Patent Co.; and

WHEREAS, GPS Patent Co. and RFID Inventor are in agreement relative to the disclosure and ownership of any and all inventions or other information developed during or in connection with such full-time employment.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agrees as follows:

RFID Inventor agrees to perform diligently, faithfully and to the best of his or her ability, all duties assigned and instructions given to RFID Inventor by authorized personnel of GPS Patent Co., to comply with the rules, regulations, policies and procedures of GPS Patent Co., and to act and comport his or herself at all times in the best interests of GPS Patent Co..

With respect to any and all inventions, discoveries, conceptions, ideas and/or improvements created, conceived or developed by RFID Inventor (whether alone or in combination with others) at any time during his or her employment by GPS Patent Co. with respect to any field in which GPS Patent Co. has operated or in which GPS Patent Co. is likely to operate in the future (the “Inventions”):

A. RFID Inventor agrees to promptly disclose the details of any such Inventions to an authorized representative of GPS Patent Co. and provide such representative with all information in RFID Inventor’s possession relative thereto including all possible patent applications for such Inventions;

B. All such Inventions, whether or not patented or patentable, shall be deemed the sole and exclusive property of GPS Patent Co., and RFID Inventor agrees to execute any and all documents which GPS Patent Co. deems necessary to transfer or assign such rights to GPS Patent Co.;

C. RFID Inventor agrees, at no cost to GPS Patent Co., to execute any and all documents which GPS Patent Co. deems necessary to obtain, maintain and/or enforce its rights in such Inventions including, but not limited to, any patent applications which GPS Patent Co. elects to file in all countries in the world and, at no cost to GPS Patent Co., to fully cooperate with GPS Patent Co. in the obtaining, maintaining and enforcement of any intellectual property protection sought or obtained for such Inventions, including providing any testimony required to obtain, maintain and/or enforce such rights; and

D. RFID Inventor will not file any patent applications relating to such Inventions without first obtaining an express release from a duly authorized representative of GPS Patent Co..

A. “Confidential Information” shall mean any confidential technical data, trade secret, know-how or other confidential information disclosed to RFID Inventor in writing, orally, or by drawing or other form.

B. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is known to RFID Inventor at the time of disclosure or becomes known to RFID Inventor without breach of this Agreement; (ii) is or becomes publicly known through no wrongful act of RFID Inventor; (iii) is rightfully received from a third party without restriction on disclosure; (iv) is furnished to any third party by the GPS Patent Co. without restriction on its disclosure; (v) is approved for release upon a prior written consent of the GPS Patent Co.; (vi) is disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.

C. The RFID Inventor agrees that it will not disclose any Confidential Information to any third party and will not use Confidential Information of the GPS Patent Co. for any purpose other than for the performance of the rights and obligations of RFID Inventor’s employment during the term of employment and for a period of [number] ([#]) years thereafter, without the prior written consent of the GPS Patent Co.. RFID Inventor further agrees that Confidential Information shall remain the sole property of the GPS Patent Co. and that it will take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information. No license shall be granted by the GPS Patent Co. to RFID Inventor with respect to Confidential Information disclosed hereunder unless otherwise expressly provided herein.

D. Upon the request of the GPS Patent Co., RFID Inventor will promptly return all Confidential information furnished hereunder and all copies thereof.

E. If RFID Inventor breaches any of its obligations with respect to confidentiality and unauthorized use of Confidential information hereunder, GPS Patent Co. shall be entitled to equitable relief to protect its interest therein, including but not limited to injunctive relief, as well as money damages notwithstanding anything to the contrary contained herein.

During his or her employment with GPS Patent Co., RFID Inventor shall not render any services, directly or indirectly, either as an RFID Inventor or independent consultant, to any entity which is in direct competition with GPS Patent Co. or which operates in any field in which GPS Patent Co. has operated or in which GPS Patent Co. is likely to operate in the future.

RFID Inventor’s obligations under Paragraphs 2 and 3, above, shall survive expiration or termination of this Agreement.

RFID Inventor has identified on the back of this Agreement all inventions and discoveries which RFID Inventor had conceived or developed prior to his or her employment by GPS Patent Co. and which are owned by either his or herself or a former GPS Patent Co. and shall not be part of this Agreement. Any such inventions or discoveries not listed on the back of this Agreement shall be deemed made or conceived during such employment with GPS Patent Co..

RFID Inventor has further identified on the back of this Agreement all agreements which RFID Inventor has entered into with prior GPS Patent Co.s regarding the preservation of confidential information and/or the ownership of inventions. It is expressly understood and agreed that GPS Patent Co. does not expect RFID Inventor to divulge the confidential information of a prior GPS Patent Co. or otherwise violate any provision of such agreements. RFID Inventor agrees to promptly supply to GPS Patent Co. copies of any such written agreements so identified.

A. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or Express mail, return receipt requested or by Federal Express.

B. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

This Agreement shall be governed in accordance with the laws of the State of [State]. All disputes under this Agreement shall be resolved by litigation in the courts of the State of [State] including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

This Agreement and the rights and obligations thereunder are personal with respect to RFID Inventor and may not be assigned by any act without the prior written consent of GPS Patent Co.. GPS Patent Co. shall, however, have the absolute, unfettered right to assign this Agreement to a successor in interest to GPS Patent Co. or to the purchaser of any of the assets of GPS Patent Co..

No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.
[GPS Patent Co.]     [RFID Inventor]

By:       By:     Title:      S/S No.:
Date:      Date: