Employment Agreement

This employment agreement is between , an individual a(n) (the "Company") and , an individual (the "Employee").

The Company is engaged in the business of .

The Company desires to employ the Employee, and the Employee wishes to enter into that employment, as set forth in this agreement.

The parties therefore agree as follows:

1. EMPLOYMENT.

• (a) Position. The Company hereby employs the Employee in the position of and the Employee hereby accepts this employment as of the effective date (as defined in section , the "Effective Date"). During his or her employment with the Company, the Employee shall devote his or her best efforts and substantially all of his or her business time and attention (except for vacation periods and reasonable periods of illness or other incapacities permitted by the Company's general employment policies) to the business of the Company.
• (b) Duties. The Employee shall perform duties that are customarily associated with his or her then-current title, consistent with the operating agreement bylaws organizing documents organizing documents organizing documents organizing documents of the Company and as required by the Company. The Employee shall perform his or her duties at any place or places as the Company reasonably designates.
• (c)  Company Policies. The employment relationship between the parties will also be governed by the general employment policies and practices of the Company. If any terms of this agreement differ from or conflict with the Company's general employment policies or practices, this agreement will control.
• (d)  At-Will Status. THE EMPLOYEE ACKNOWLEDGES THAT EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. THE EMPLOYEE FURTHER ACKNOWLEDGES THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION OF EITHER THE COMPANY OR THE EMPLOYEE, WITH OR WITHOUT NOTICE.

2. TERM AND TERMINATION.

• (a)  Term. The term of this agreement will begin on and continue until terminated by either party in accordance with subsection (b) or by law. The period during which the Employee is employed under this agreement is referred to as the "Employment Period."
• (b) Termination. Either party may, at any time, with or without cause, terminate this agreement by giving days' written notice to the other party. If requested by the Company, the Employee shall continue to render his or her services pursuant to this agreement during this notice period, and will be paid his or her regular compensation until the last day of the Employee's employment (the "Termination Date"). On the Termination Date, the Company shall pay the Employee a severance allowance of $. Any amounts outstanding or owed by the Employee to the Company may be deducted from this severance allowance.

3. COMPENSATION.

The Employee will be compensated for his or her services as follows:

• (a) Base Salary. The Company shall pay the Employee an annual base salary of $ (the "Salary"), payable in equal monthly bimonthly semi-monthly weekly biweekly installments at the end of each period during the Employment Period. The Salary may be subject to increases, as those may be determined from time to time by the Company.
•  (b) Signing Bonus. Within days of the effective date, the Employee shall receive a sign-on bonus of $. If the Employee is terminated for cause or if the Employee terminates employment within year(s) of the Effective Date, the Employee must make a pro-rated repayment of the sign-on bonus.
• (b)(c)  Incentive Compensation.  In accordance with the Company's practices, policies, and procedures, the Employee may be eligible for a discretionary bonus award (the "Bonus"). The Bonus, if any, will be based on the performance of the Company and the Employee and will be subject to typical payroll deductions and withholdings. A Bonus is not guaranteed compensation.
• (b)(c)(c)(d) Other Nonmonetary Benefits. The Employee is entitled to certain other nonmonetary benefits, including vacation days, sick days, holidays, and paid time off, and medical plan  and   and dental plan  and other: , in accordance with Company policies, which may be amended from time to time.
• (c)(d)(d)(e) Stock Options. After full year(s) of employment, the Employee will be considered for participation in the Company's stock option plan in accordance with the terms of that plan.
• (cdddeeef) Withholding. All sums payable to the Employee under this agreement will be reduced by federal, state, local, and other withholdings and similar taxes and payments required by applicable law.

4. OTHER EMPLOYMENT.

The Employee shall devote all of his or her time and attention solely to the Company's business and interest. During the Employment Period, the Employee may not engage, directly or indirectly, in any other business activity, regardless of whether it is pursued for gain or profit. Nothing in this section 4 limits the Employee's right to invest his or her money in real estate or in other companies if that investment does not oblige the Employee to assist in the operation of the affairs of those companies.

5. EXPENSES.

The Company shall reimburse the Employee for all business expenses incurred by the Employee in connection with his or her duties under this agreement in accordance with the Company's normal policies. The reimbursement of these expenses is subject to the Employee's provision to the Company of receipts, statements, and vouchers to the Company's satisfaction.

6. CONFIDENTIALITY.

• (a) Confidentiality. During the Employment Period, the Employee may have access to or receive certain information about the Company that the Company designates as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential by the Employee ("Confidential Information"). Confidential Information includes information relating to the Company or its current or proposed business, financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, provided orally, in writing, by drawings, or by any other media. The Employee will treat the Confidential Information as confidential and will not disclose it to any third party or use it for any purpose but to fulfill his or her obligations in this agreement. In addition, the Employee shall use due care and diligence to prevent the unauthorized use or disclosure of that information.
• (b) Exceptions. The obligations and restrictions in subsection (a) do not apply to that part of the Confidential Information:
  • (i) was or becomes publically available other than as a result of a disclosure by the Employee in violation of this agreement;
  • (ii) was or becomes available to the Employee on a nonconfidential basis before its disclosure to the Employee by the Company, but only if:
    • A. the source of that information is not bound by a confidentiality agreement with the Company or
    • is not otherwise prohibited from transmitting the information to the Employee by a contractual, legal,
    • fiduciary, or other obligation; and
    • B. the Employee provides the Company with written notice of his or her prior possession either (I)
    • before the effective date of this agreement or (II) if the Employee later becomes aware (through
    • disclosure to the Employee) of any aspect of the Confidential Information as to which the Employee
    • had prior possession, promptly on the Employee so becoming aware;
  • (iii) is requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar processes), or is required by a regulatory body, to be disclosed. However, the Employee shall:
    • A. provide the Company with prompt notice of these requests or requirements before making a
    • disclosure so that the Company may seek an appropriate protective order or other appropriate
    • remedy; and
    • B. provide reasonable assistance to the Company in obtaining a protective order.
  • If a protective order or other remedy is not obtained or the Company grants a waiver under this agreement, the Employee may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of counsel reasonably acceptable to the Company, the Employee is legally compelled or otherwise required to disclose. However, the Employee shall make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any part of the Confidential Information disclosed in this way; or
  • (iv) was developed by the Employee independently without breach of this agreement.
• (c) Obligation to Maintain Confidentiality.
  • (i) Confidentiality. At all times during his or her employment with the Company, the Employee shall hold in strictest confidence, and not use, except for the benefit of the Company, or to disclose to any person, firm, or corporation without the prior written authorization of the Company, any of the Company's Confidential Information.
  • (ii) Term. The Employee shall maintain the confidentiality and security of the Confidential Information until the earlier of: (A) such time as all Confidential Information disclosed under this agreement becomes publicly known and is made generally available through no action or inaction of the Employee or (B) the  anniversary of the termination of the Employee's employment with the Company. However, to the extent that the Company has disclosed information to the Employee that constitutes a trade secret under law, the Employee shall protect that trade secret for as long as the information qualifies as a trade secret.
• (d) Remedy. Money damages may not be a sufficient remedy for a breach of this section by the Employee and, in addition to all other remedies, the Company may seek (and may be entitled to) as a result of that breach, specific performance and injunctive or other equitable relief as a remedy.

7. INVENTIONS.

• (a) Inventions Retained and Licensed. Attached as Exhibit A to this agreement is a list of all intellectual property that the Employee made before his or her employment with the Company (the "Prior Inventions") that belong to the Employee, that relate to the Company's proposed business, products, or research and development, and that are not assigned to the Company under this agreement. If no list is attached, the Employee represents that there are no Prior Inventions. If disclosure of any Prior Invention would cause the Employee to violate a prior confidentiality agreement, the Employee will not list the Prior Invention in Exhibit A but will provide a name of the invention, a list of the party or parties it belongs to, and the explanation why full disclosure was not given. A space is provided in Exhibit A for this purpose. If in the course of employment with the Company, the Employee incorporates into a Company product, process, or machine a Prior Invention owned by the Employee or in which the Employee has an interest, the Company will be granted and have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use, and sell that Prior Invention as part of or in connection with that product, process, or machine.
• (b) Assignment of Inventions. The Employee shall disclose promptly in writing to the Company all Intellectual Property that the Employee has authored, made, conceived, or first actually reduced to practice, alone or jointly with others:
  • (i) while the Employee is or was performing duties for the Company;
  • (ii) during the Employee's employment with the Company, if it relates to the Company's areas of business or investigations;
  • (iii) that results from or is suggested by any work that the Employee does for the Company or at the Company's request; or
  • (iv) that was aided by the Employee's use of the Company's equipment, supplies, facilities, or trade secret information, whether or not during working hours.
• This Employee-created intellectual property is referred to in this agreement as "Inventions."
• The Employee acknowledges that any Invention the Employee makes within the scope of and during his or her employment with the Company and that is protectable by copyright is a "work made for hire," as that term is defined in the United States Copyright Act.
• (c) Maintenance of Records. The Employee shall keep and maintain adequate and current written records of all Inventions the Employee makes (solely or jointly with others) during the term of employment with the Company. The records may be in the form of notes, sketches, drawings, and any other format specified by the Company. The records will be available to and remain the sole property of the Company at all times.
• (d) Patent and Copyright Registrations. The Employee shall help the Company or its designee, at the Company's expense, secure the Company's rights in the Inventions and any copyrights, patents, mask work rights, or other intellectual property rights relating to the Inventions in all countries, including by disclosing to the Company all pertinent information and data about any of those, by signing all applications, specifications, oaths, assignments, and all other instruments that the Company may deem necessary to apply for and obtain those rights and to assign and convey to the Company, its successors, assigns, and nominees the exclusive interest in those Inventions, and any copyrights, patents, mask work rights, or other intellectual property rights relating to those. When it is in the Employee's power to do so, his or her obligation to sign or cause to be signed any such instrument or papers will continue after the termination of this agreement. If because of the Employee's mental or physical incapacity or for any other reason the Company cannot secure a signature to apply for or pursue any application of any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee's agents and attorneys in fact, to act for and on behalf of the Employee to sign and file those applications and do all other lawfully permitted acts to further the prosecution and issuance of patent or copyright registrations on them with the same legal force and effect as if signed by the Employee.

8. RETURN OF PROPERTY.

Within days of the expiration or earlier termination of this agreement, the Employee shall return to the Company, retaining no copies or notes, all Company products, samples, models, property, and documents relating to the Company's business including reports, abstracts, lists, correspondence, information, computer files, computer disks, and other materials and copies of those materials obtained by the Employee during and in connection with his or her work with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork or creative work, notebooks, and similar items relating to the Company's business, whether prepared by the Employee or by others, remain the Company's exclusive property.

9. USE OF TRADEMARKS.

The Company may use, reproduce, and distribute the Company's service marks, trademarks, and trade names (if any) (collectively, the "Company Marks") in connection with his or her employment. Any goodwill received from this use will accrue to the Company, which will remain the sole owner of the Company Marks. The Employee may not engage in activities or commit acts, directly or indirectly, that may contest, dispute, or otherwise impair the Company's interest in the Company Marks. The Employee may not cause diminishment of value of the Company Marks through any act or representation. The Employee may not apply for, acquire, or claim an interest in any Company Marks, or others that may be confusingly similar to any of them, through advertising or otherwise. At the expiration or earlier termination of this agreement, the Employee will have no further right to use the Company Marks, unless the Company provides written approval for each use.

10. NONSOLICITATION.

During the Employment Period and for a period of year(s) after, the employee may not:

• (a) canvass or solicit the business of (or procure or assist in the canvassing or soliciting of) any client, customer, or employee of the Company who is known to the Employee because of his or her association with the Company during the Employment Period for the purposes of competing with the Company;
• (b) accept (or procure the acceptance of) business from a client, customer, or employee of the Company known to the Employee because of his or her association with the Company during the Employment Period for purposes of competing with the Company. However, the Company may consent to this competition in writing; or
• (c) otherwise contact, approach, or solicit (or procure the contacting, approaching, or soliciting of) an entity known to the Employee because of his or her association with the Company before the Effective Date in a way that could be detrimental to the Company.

11. NONCOMPETITION.

At the end of the Employment Period, by expiration or termination, the Employee may not engage, own, manage, control, operate, be employed by, participate in, or be connected with the ownership, management, operation, or control of a business similar to the type of business conducted by the Company for a period of years and within miles from the present location(s) of the Company's business. If the Employee breaches or threatens to breach this section, the Company will be entitled to a preliminary restraining order and injunction preventing the Employee from violating its provisions. Nothing in this agreement prohibits the Company from pursuing any other available remedies for a breach or threatened breach, including the recovery of damages from the Employee.

12. FIDELITY BOND.

At the beginning of the Employment Period, the Employee shall apply for a fidelity or surety bond from a company and in amounts that the Company may specify in its sole discretion. The Company shall pay all premiums on this bond. The bond will continue in force and in the amounts as the Company requires. If the bond is refused or is ever canceled without the Company's prior written approval, the Employee's employment may be terminated immediately and the Employee will be entitled to compensation to the date of that termination only.

13. DEATH DURING EMPLOYMENT.

If the Employee dies while employed by the Company, the Company shall pay to the Employee's estate any Salary otherwise payable to the Employee, up to the end of the month in which his or her death occurs. In addition, the Company shall pay $ to the Employee's widow or widower, or, if he or she is not survived by a spouse, to the Employee's surviving children in equal shares, or, if he or she is not survived by any children, to the Employee's estate, within days of the Employee's death.

14. INDEMNIFICATION.

• (a) Of Company by Employee. At all times after the effective date of this agreement, the Employee shall indemnify the Company from all damages, liabilities, expenses, claims, or judgments (including interest, penalties, reasonable attorneys' fees, accounting fees, and expert witness fees) (collectively, the "Claims") that the Company may incur and that arise from:
  • (i) the Employee's negligence or willful misconduct arising from the Employee's carrying out of his or her obligations under this agreement; or
  • (ii) the Employee's breach of any of his or her obligations or representations under this agreement.
• (b)  Of Employee by Company. At all times after the effective date of this agreement, the Company shall indemnify the Employee from all Claims that the Employee may incur arising from:
  • (i) the Company's operation of its business;
  • (ii) the Company's breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party; or
  • (iii) the Company's breach of any of its obligations or representations under this agreement. However, the Company is not obligated to indemnify the Employee if any of these Claims result from the Employee's own actions or inactions.

15. FORCE MAJEURE.

A party will not be considered in breach or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party's reasonable control (each a "Force Majeure Event"). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:

<(a) notify the other party of the Force Majeure Event and its impact on performance under this agreement; and <(b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement.

16.  ARBITRATION; EQUITABLE RELIEF.CHOICE OF LAW; ATTORNEYS' FEES; EQUITABLE RELIEF.

• (a) ARBITRATION. EXCEPT AS PROVIDED IN SECTION (b) BELOW, ANY DISPUTE OR CONTROVERSY ARISING OUT OF, RELATING TO, OR CONCERNING THE INTERPRETATION, CONSTRUCTION, PERFORMANCE, OR BREACH OF THIS AGREEMENT WILL BE GOVERNED BY LAW AND SETTLED BY ARBITRATION TO BE HELD IN (a) Choice of Law. The laws of the state of govern this agreement (without giving effect to its conflicts of law principles). COUNTY, , IN ACCORDANCE WITH THE THEN-EFFECTIVE RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATOR MAY GRANT INJUNCTIONS OR OTHER RELIEF IN THAT DISPUTE OR CONTROVERSY. THE DECISION OF THE ARBITRATOR WILL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. JUDGMENT MAY BE ENTERED ON THE ARBITRATOR'S DECISION IN ANY COURT HAVING JURISDICTION. THE PARTIES SHALL EACH PAY ONE-HALF OF THE COSTS AND EXPENSES OF THAT ARBITRATION, AND EACH PARTY SHALL SEPARATELY PAY COUNSEL FEES AND EXPENSES.
• (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in County, .
• (c) Attorneys' Fees. If either party employs attorneys to enforce any rights arising out of or relating to this agreement, the losing party shall reimburse the prevailing party for its reasonable attorneys' fees.
• (d) Equitable Relief. The Employee's breach of this agreement will cause irreparable harm to the Company and monetary damages may not be a sufficient remedy for an unauthorized disclosure of the Confidential Information. If the Employee discloses the Confidential Information in violation of this agreement, the Company may, without waiving any other rights or remedies and without posting a bond or other security, seek an injunction, specific performance, or other equitable remedy to prevent competition or further disclosure, and may pursue other legal remedies.
• THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF THE EMPLOYEE'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER-EMPLOYEE RELATIONSHIP (EXCEPT AS PROVIDED IN SECTION (b) BELOW), INCLUDING:
  • (i) ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING, EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION;
  • (ii) ALL CLAIMS FOR VIOLATION OF A FEDERAL, STATE, OR MUNICIPAL STATUTE, INCLUDING TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, AND THE FAIR LABOR STANDARDS ACT;
  • (iii) ALL CLAIMS ARISING OUT OTHER LAWS AND REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.
• (b) EQUITABLE REMEDIES. IT WOULD BE IMPOSSIBLE OR INADEQUATE TO MEASURE AND CALCULATE THE COMPANY'S DAMAGES FROM ANY BREACH OF THE COVENANTS SET FORTH IN SECTIONS , , ,  AND ,  AND   AND    AND   OF THIS AGREEMENT. ACCORDINGLY, IF THOSE SECTIONS ARE BREACHED, THE COMPANY WILL HAVE AVAILABLE, IN ADDITION TO ANY OTHER RIGHT OR REMEDY AVAILABLE, THE RIGHT TO OBTAIN AN INJUNCTION FROM A COURT OF COMPETENT JURISDICTION RESTRAINING THAT BREACH OR THREATENED BREACH AND TO SPECIFIC PERFORMANCE OF ANY SUCH PROVISION OF THIS AGREEMENT. NO BOND OR OTHER SECURITY WILL BE REQUIRED TO OBTAINING THAT EQUITABLE RELIEF AND THE EMPLOYEE HEREBY CONSENTS TO THE ISSUANCE OF THAT INJUNCTION AND TO THE ORDERING OF SPECIFIC PERFORMANCE.
• (c) CONSIDERATION. EACH PARTY'S PROMISE TO RESOLVE CLAIMS BY ARBITRATION IN ACCORDANCE WITH THIS AGREEMENT, RATHER THAN THROUGH THE COURTS, IS CONSIDERATION FOR THE OTHER PARTY'S LIKE PROMISE. THE EMPLOYEE UNDERSTANDS THAT THIS OFFER OF EMPLOYMENT IS MADE IN CONSIDERATION OF THIS PROMISE TO ARBITRATE CLAIMS.

17. AMENDMENTS.

No amendment to this agreement will be effective unless it is in writing and signed by both parties.

18. ASSIGNMENT AND DELEGATION.

• (a) No Assignment. The Employee may not assign any of his or her rights under this agreement, except with the prior written consent of the Company. All voluntary assignments of rights are limited by this subsection.
• (b) No Delegation. The Employee may not delegate any performance under this agreement, except with the prior written consent of the Company.
• (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made, or if both are made, in violation of this section, it is void and they are void.

19. COUNTERPARTS; ELECTRONIC SIGNATURES.

• (a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
• (b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

20. SEVERABILITY.

If any provision in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in this agreement, unless the deletion of those provisions would result in such a material change that would cause completion of the transactions contemplated by this agreement to be unreasonable.

• (a) If any provision in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in this agreement, unless the deletion of those provisions would result in such a material change that would cause completion of the transactions contemplated by this agreement to be unreasonable.
• (b) If the restrictions against  solicitation in section   and  competition in section  of this agreement are found by a court of competent jurisdiction to be unenforceable because they extend for too long a period of time or over too great a geographical area, or because they are too expansive in any other respect, these sections should be interpreted to extend only over the maximum period of time for which they are enforceable and over the maximum geographical areas as to which they are enforceable, and to the maximum extent in all other respects as to which they are enforceable, all as determined by that court in that action.

21. NOTICES.

• (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
• (b) Addresses. A party shall address notices under this section to a party at the following addresses:
• If to the Company:

• If to the Employee:

• (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.

22. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

23. ENTIRE AGREEMENT.

This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement with respect to the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.

24. HEADINGS.

The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.

25. EFFECTIVENESS.

This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.

26. NECESSARY ACTS; FURTHER ASSURANCES.

The parties shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.

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Each party is signing this agreement on the date stated opposite that party's signature.

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1. Except as listed in section 2 below, the following is a complete list of all Prior Inventions that were made, conceived, or first reduced to practice by the Employee, alone or jointly with others, before its agreement with the Company:

2. Because of an existing confidentiality agreement and the duties of confidentiality that the Employee owes to the parties listed below, the Employee cannot complete the disclosure in section 1 above with respect to the inventions or improvements listed generally below: