Employee Name COMPANY EMPLOYEE INVENTION AND CONFIDENTIAL INFORMATION AGREEMENT The Company's special competence in its various fields of endeavor is the secret of its growth, and provides the source of both career opportunities and security for employees throughout the Company. Career opportunities for Company Personnel have been a Company tradition not only because of the generally high competence of Company Personnel, but also because of Company growth. Such growth depends to a significant degree on the Company's possession of proprietary information - not generally known to others - more and better information than others have about research, development, production, marketing and management in the Company's chosen field. To obtain such information and use it successfully, the Company spends considerable sums of money in research and product development, product improvements, the development of marketing methods, and service to its customers. Many Company people make major contributions. This results in a pool of information which enables the Company to conduct its business with unusual success, and thus with unusual potential for its employees. However, this potential exists only as long as this information is retained proprietary within the Company. Once, generally known, this information gives no advantages to the Company, its employees or its stockholders. In effect, all Company employees have a common interest and responsibility in seeing that no one employee accidentally or intentionally siphons off or distributes to non-Company people any part of this information. To help protect you, all other employees and the Company against such a possibility, this Employee Agreement has been prepared for your signature and the Company's so that we have a common understanding concerning our mutual responsibilities in this connection. Please read it carefully so that you may understand its importance. INVENTIONS (1) I will promptly disclose in writing to the Company all inventions, discoveries, developments, improvements, and innovations (herein called "Inventions") whether patentable or not, conceived or made by me, either solely or in concern with others during the period of my employment with the Company, including, but not limited to, any period prior to the date of this agreement, whether or not made or conceived during working hours which, (a) relate in any manner to the existing or contemplated business or research activities of the Company, or (b) are suggested by or result from the work at the Company, or (c) result from the use of the Company's time, materials or facilities and that all such inventions shall be the exclusive property of the Company. (2) I hereby assign to the Company my entire right, title and interest to all such inventions which are the property of the Company under the provisions of Paragraph 1 of this Agreement and to all unpatented inventions which I now own except those specifically described in a statement which has been separately executed by a duly authorized officer of the Company and myself and attached hereto and I will, at the Company's request and expense, execute specific assignments to any such invention and execute, acknowledge and deliver such other documents and take such further action as may be considered necessary by the Company at any time during or subsequent to the period of my employment with the Company to obtain and defend letters patent in any and all countries and to vest title in such inventions in the Company or its assigns. (3) I agree that an invention disclosed by me to a third person or described in a patent application filed by me or in my behalf within six months following the period of my employment with the Company shall be presumed to have been conceived or made by me during the period of my employment with the Company unless proved to have been conceived and made by me following the termination of my employment with the Company. CONFIDENTIALITY (1) I will not during or at any time after the termination of my employment with the Company use for myself or others or divulge or convey to others any secret or confidential information, knowledge or data of the Company or that of third parties obtained by me during the period of my employment with the Company. Such information, knowledge or data includes but is not limited to secret or confidential matters, (a) of a technical nature such as but not limited to methods, know-how, formulae, compositions, processes, discoveries, machines, inventions, computer programs and similar items or research projects, (b) of a business nature such as but not limited to information about cost, purchasing, profits, market, sales or lists of customers, and (c) pertaining to future developments such as but not limited to research and development or future marketing or merchandising. (2) Upon termination of my employment with the Company, or at any other time at the Company's request, I agree to deliver promptly to the Company all drawings, blueprints, manuals, letters, notes, notebooks, reports, sketches, formulae, computer programs and similar items, memoranda, customer's list and all other materials and all copies thereof relating in any way to the Company's business and in any way obtained by me during the period of my employment with the Company which are in my possession or under my control. I further agree that I will not make or retain any copies of any of the foregoing and will so represent to the Company upon termination of my employment. (3) The Company may notify anyone employing me or evidencing an intention to employ me as to the existence and provisions of this Agreement. (4) The invalidity or unenforceability of any provision of this Agreement as applied to a particular occurrence or circumstance or otherwise shall not effect the validity and enforceability or applicability of any other provision of this Agreement. (5) This Agreement shall inure to the benefit of and may be enforced by the Company, its successors or assigns and shall be binding upon, me my executors, administrators, legatees, distributees and other successors in interest and may not be changed in whole or in part except in a writing signed by a duly authorized officer of the Company and myself. I agree to comply with and do all things necessary for the Company to comply with provisions of contracts between it and any agency of the United States Government or contractors thereof. This includes but is not limited to all provisions relating to invention rights or to the safeguarding of information pertaining to the defense of the United States of America. Signature of Employee Date