Invention Submission Policy

Feb. 9, 2004

Dear __________:


Thank you for your interest in [COMPANYNAME] (herein “Company”) and for taking the time and effort to suggest a new idea (referred to herein as “Idea”). We are always eager to evaluate such Ideas. The policy of company in regard to unsolicited and unpatented Ideas is to require agreement to the terms of this letter before any evaluation will be made of your Idea. This letter sets forth your rights in your Idea herein submitted in comparison to Company’s rights in its intellectual property, which intellectual property is being continually developed by in-house staff and by paid outside consultants.

This letter is a form letter which establishes the ground rules prior to your submission. By us signing this letter, and by your acknowledging it, company and you agree that:

a) This letter shall afford rights to your Idea only to the extent your Idea qualifies as a “Trade Secret”.

b) You warrant you are the sole owner of the entire right, title, interest in and to such Idea, and have the full exclusive right to disclose it to us.

c) Company agrees not to use or to disclose to others the subject matter of your Idea, EXCEPT to the extent that the Idea (i) is already known by Company; (ii) is obvious in light of concepts already known or being developed by Company; (iii) is, or may become, publicly known; or (iv) is, or has been, developed by Company independently of you disclosure.

d) You understand that Company could have documents showing that Company already discovered or developed intellectual property similar to your idea prior to your herein-related submission, or be in the process of doing such at this time.

e) Your submission will not create for you any claim or rights whatsoever in or to Company’s existing intellectual property of any description, whether embodied in a product or not.

f) You agree to indemnity Company if you take any action which is inconsistent with the foregoing points.

If you have an issued patent, please do not disclose any information other that a copy of the patent at this time. If you have now, or you have later, an issued patent covering or disclosing your submission, such a patent is a public document and this letter shall be, or become at the time of issuance, null and void.

We agree that any and all disputes arising under this Agreement or you submission shall be governed by the laws of the Florida, and shall be decided in the courts of Pinellas County, Florida. The parties hereby submit themselves to the jurisdiction of such courts for resolving such disputes.

We are enclosing one original letter and one copy. If you agree to these terms, please sign, date and return both pages of the original of this letter to the undersigned, along with sufficient description information to properly evaluate your Idea. The copy of this letter is for your files.

Thank you.

Very truly yours,



Enclosure

ACKNOWLEDGED AND AGREED:

Signature: _______________________

Date: _______________________

Title (if any): _____________________

 

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