CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
CONFIDENTIAL INFORMATION
AND
INVENTION ASSIGNMENT
AGREEMENT
This CONFIDENTIAL INFORMATION AND
INVENTION ASSIGNMENT AGREEMENT (the “Agreement”) is made between Composite Technology Corporation, a
Nevada corporation (the “Company”) and
Xxxxxx Xxxxxx
Xxxxx.
In consideration of my appointment as a
director with the Company (which for purposes of this Agreement shall be deemed
to include any subsidiaries or Affiliates of the
Company and for purposes of this Agreement, “Affiliates” shall mean any person
or entity that directly or indirectly controls, is
controlled by or is under common control with the Company), the receipt of
confidential information while associated with the Company, and
other good and valuable consideration, I, the undersigned individual, agree
that:
2.
Confidentiality.
(i)
|
Formulas, research and development
techniques, processes, trade secrets, computer programs, software,
electronic codes, mask works, inventions,
innovations, patents, patent applications, discoveries, improvements,
data, know-how, formats, test results and research
projects;
|
(ii)
|
information about costs, profits,
markets, sales, contracts and lists of customers and
distributors;
|
(iii)
|
business, marketing and strategic
plans;
|
(iv)
|
forecasts, unpublished financial
information, budgets, projections and customer identities, characteristics
and agreements; and
|
(v)
|
employee personnel files and
compensation information.
|
Confidential Information is to be
broadly defined, and includes all information that has or could have commercial
value or other utility in the business in which the Company is
engaged or contemplates engaging, and all information of which the unauthorized
disclosure could be detrimental to the interests of
the Company, whether or not such information is identified as Confidential
Information by the Company.
Page 1 of 7
“(1) Any provision in an employment
agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that
the employee developed entirely on his or
her own time without using the employer’s equipment, supplies, facilities or trade secret information
except for those inventions that either:
Page 2 of 7
|
a.
|
Relate at the time of conception
or reduction to practice of the invention to the employer’s business, or
actual or demonstrably anticipated research or development of the
employer; or
|
|
b.
|
Result from any work performed by
the employee for the
employer.
|
|
c.
|
(2) To the extent a provision in an
employment agreement purports to require an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against the public policy of this state
and is unenforceable.”
(d) I understand I bear the full burden of
proving to the Company an Invention qualifies fully under Section 2870.
I agree to disclose promptly to the Company in
writing full details of any and all Subject Ideas and
Inventions.
|
(i)
|
to apply for, obtain and vest in
the name of the Company alone (unless the Company otherwise directs)
letters patent, copyrights or other analogous
protection in any country throughout the world and when so obtained or
vested to renew and restore the same;
and
|
|
(ii)
|
to defend any opposition
proceedings in respect of such applications and any opposition proceedings
or petitions or applications for revocation of
such letters patent, copyright or other analogous protection;
and
|
|
(iii)
|
to cooperate with the Company (but at
the Company’s expense) in any enforcement or infringement proceeding on
such letters patent, copyright or other
analogous protection.
|
countries shall continue beyond the
termination of my relationship with the Company, but the Company shall
compensate me at a reasonable rate after such termination
for time actually spent by me at the Company’s request on such
assistance.
Page 3 of 7
5.
Representations
and Warranties.
I represent and warrant (i) I have no
obligations, legal or otherwise, inconsistent with the terms of this Agreement or with my
undertaking a relationship with the Company; (ii) the performance of the
services called for by this Agreement do not and will not
violate any applicable law, rule or regulation or any proprietary or other right
of any third party; (iii) I will not use in the performance
of my responsibilities for the Company any materials or documents of any
employer or former employer; and (iv) I have not entered
into or will enter into any agreement (whether oral or written) in conflict with
this Agreement.
(a) Upon the termination of my relationship
with the Company or promptly upon the Company’s request, I shall surrender to
the Company all equipment, tangible Proprietary Information, documents, books,
notebooks, records, reports, notes, memoranda, drawings, sketches, models, maps,
contracts, lists, computer disks (and other computer-generated files and data),
any other data and records of any kind, and copies thereof (collectively,
“Company Records”), created on any medium and furnished to, obtained by or
prepared by myself in the course of or incident to my term as a Director, that
are in my possession or under my control.
(b) My representations, warranties and
obligations contained in this Agreement shall survive the termination of the
Effective Period.
(c) Following any termination of the
Effective Period, I will fully cooperate with the Company in all matters
relating to my continuing obligations under this
Agreement.
(d) In the event that I leave the position
as a Director of the Company I hereby grant consent to notification by the
Company to any new employer about my rights and obligations under this
Agreement.
7.
Injunctive
Relief. I acknowledge my failure to carry out
any obligation under this Agreement, or a breach by me of any provision herein, will constitute
immediate and irreparable damage to the Company, which cannot be fully and
adequately compensated in money damages and which
will warrant preliminary and other injunctive relief, an order for specific
performance and other equitable relief. I further agree
no bond or other security shall be required in obtaining such equitable relief
and I hereby consent to the issuance of such injunction and
to the ordering of specific performance. I also understand other action may be
taken and remedies enforced against
me.
8.
Modification. No modification of this Agreement shall
be valid unless made in writing and signed by both parties.
9.
Binding
Effect. This Agreement shall be binding upon me,
my heirs, executors, assigns and administrators and is for the benefit of the Company and its
successors and assigns.
Page 4 of 7
10.
Governing
Law. Any action or proceeding seeking to
enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of
the Parties only in the courts of Orange County, in the State of California, or,
if it has or can acquire jurisdiction, in the appropriate
United States District Court for the Southern District of California, and each
of the Parties consents to such venue and to the
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue laid
therein. Process in any action or proceeding
referred to in the preceding sentence may be served on any Party anywhere in the
world.
11.
Integration. This Agreement sets forth the parties’
mutual rights and obligations with respect to proprietary
information, prohibited competition after the
Effective Period and intellectual property. It is intended to be the final, complete
and exclusive statement of the terms of the parties’
agreements regarding these subjects. This Agreement supersedes all other
prior and contemporaneous agreements and
statements on these subjects, and it may not be contradicted by evidence of any
prior or contemporaneous statements or
agreements. To the extent that the practices,
policies or procedures of the Company, now or in the future, apply to myself and are
inconsistent with the terms of this Agreement, the provisions of this Agreement
shall control unless changed in writing by the
Company.
12.
Employment
at Will. This Agreement is not an employment
agreement. I understand that the Company may
terminate my Directorship or association with it at
any time, with or without cause, subject to the terms of any separate written
agreement approved by the Board of Directors and executed
by a duly authorized officer of the Company.
13.
Construction. This Agreement shall be construed as a
whole, according to its fair meaning, and not in favor of or against
any party. By way of example and not limitation,
this Agreement shall not be construed against the party responsible for any
language in this Agreement. The headings of the paragraphs hereof
are inserted for convenience only, and do not constitute part of and shall not
be used to interpret this
Agreement.
14.
Attorneys’
Fees. Should either I or the Company, or any
heir, personal representative, successor or permitted assign of
either party, resort to legal proceedings to
enforce this Agreement, the prevailing party (as defined in California statutory
law) in such legal proceeding shall be awarded, in addition
to such other relief as may be granted, attorneys’ fees and costs incurred in
connection with such proceeding.
15.
Severability. If any term, provision, covenant or
condition of this Agreement, or the application thereof to any person,
place or circumstance, shall be held to be
invalid, unenforceable or void, the remainder of this Agreement and such term,
provision, covenant or condition as applied to
other persons, places and circumstances shall remain in full force and
effect.
16.
Rights
Cumulative. The rights and remedies provided by this
Agreement are cumulative, and the exercise of any right or remedy by either the Company or me (or
by that party’s successor), whether pursuant hereto, to any other agreement, or
to law, shall not preclude or waive that party’s right
to exercise any or all other rights and remedies. This Agreement will inure to the benefit
of the Company and its successors and
assigns.
17.
Nonwaiver. The failure of either the Company or me,
whether purposeful or otherwise, to exercise in any instance any
right, power or privilege under this Agreement
or under law shall not constitute a waiver of any other right, power or
privilege, nor of the same right, power or privilege in any
other instance. Any waiver by the Company or by me must
be in writing and signed by either myself, if I am seeking to waive any of
my rights under this Agreement, or by an officer of the Company (other than me)
or some other person duly authorized by the
Company.
18.
Notices. Any notice, request, consent or approval
required or permitted to be given under this Agreement or pursuant to
law shall be sufficient if it is in writing,
and if and when it is hand delivered or sent by regular mail, with postage
prepaid, to my residence (as noted in the Company’s records), or
to the Company’s principal office, as the case may be.
19.
Date
of Effectiveness.
This Agreement shall be deemed effective
as of the date of my nomination to the Board of Directors of the Company.
Page 5 of 7
20.
Agreement to
Perform Necessary Acts.
I agree to perform any further acts and
execute and deliver any documents that may be reasonably necessary to carry out the
provisions of this Agreement.
21.
Assignment. This Agreement may not be assigned
without the Company’s prior written consent.
22.
Compliance
with Law. I agree to abide by all federal, state
and local laws, ordinances and regulations.
23.
Survival. Section 2 (b), (c) (d), Section 3 (g),
(h) (j), and Sections 4, 7, 10, 14 and 20 shall survive the expiration
or termination of this
Agreement.
24.
Acknowledgment. I acknowledge that I have had the
opportunity to consult legal counsel in regard to this Agreement, that
I have read and understand this Agreement,
that I am fully aware of its legal effect, and that I have entered into it
freely and voluntarily and based on my own judgment and not on
any representations or promises other than those contained in this
Agreement.
Dated:
|
September 10,
2010
|
Xxxxxx Xxxxxx Xxxxx | |||||
**** | |||||
Composite Technology Corporation | |||||
a Nevada corporation | |||||
By: |
|
||||
Name: |
Xxxxxx X
Xxxxxxxx
|
||||
Title: |
CEO
|
**** This material has been omitted
pursuant to a request for confidential treatment and filed separately with the
Securities and Exchange Commission.
Page 6 of 7
EXHIBIT A
PRIOR KNOWLEDGE AND
INVENTIONS
1.
|
Except as set forth below, I
acknowledge that certain inventions which I may conceive or first actually
reduce to practice after I am appointed a Director of
the Company shall be the sole property of the Company. The following are
those inventions that I own at this time
(if none, so state):
|
2.
|
Except as set forth below, I
acknowledge that I have no other current or prior agreements,
relationships or commitments that conflict with my relationship with
the Company under my Confidential Information and Invention Assignment
Agreement (if none, so
state):
|
3.
|
I acknowledge and agree that I
will not use any proprietary information or trade secrets belonging to
other persons or entities, including former employers, in my
work for the Company. I further certify that I returned all property and
confidential information belonging to all prior
employers.
|
Dated: |
September
10, 2010
|
|
|||
Xxxxxx Xxxxxx Xxxxx |
Page 7 of 7