Name (please print or type):                                                                        

National Identification Numbe r:                                                                  

In consideration of:

•  my present or future employment at the  ____________________________  (“INSTITUTE”) and/or

• my participation in research at the INSTITUTE; and/or

• opportunities made or to be made available to me to make significant use of  the INSTITUTE’s funds or facilities; and/or

• opportunities to share in royalties and other inventors/author rights outlined in the INSTITUTE’s Intellectual Property Policy, I agree:

A.        to promptly make full written disclosure, to hold in trust for the sole right and benefit, and hereby assign to the INSTITUTE all my right, title and interest in and to any and all intellectual property  (Intellectual Property) whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly discover either in the INSTITUTE and/or a laboratory at another facility where the INSTITUTE provides full compensation to me and my family, except as provided below, that:

1.       are developed in the course of or pursuant to a sponsored research or other agreement in which I am a participant in which the disposition of Intellectual Property has been agreed otherwise; or

       2.   result from a work-for-hire funded by the INSTITUTE and which is the property of INSTITUTE; and including:

a.       a work prepared by an employee within the scope of his or her employment responsibilities; or

b.      certain works prepared by non-employees that are specially ordered or commissioned where the parties both agree in writing that the work shall be considered a work made for hire including: a contribution to a collective work, part of a motion picture or other audio-visual work, a translation, a supplemental work, a compilation, an instructional text, a test and/or answer material, or an atlas;

3.   result from work for which no equipment, supplies, facility or trade secret information of the INSTITUTE were used and which was developed entirely on the employee’s own time, and does not relate:

                                    a.         directly to the business of the INSTITUTE;

                                    b.         to the INSTITUTE’s actual or demonstrably anticipated research or development

                                  c.       does not result from any work performed by the employee for the INSTITUTE; and                          

 d.         to scholarly works including:

            i.          work developed by instructors as teaching materials;

ii.        work that has a purpose of disseminating information resulting from research or studies such as books, articles, manuscripts, dissertations, theses and reports; and

            iii.         fine artwork that is not an institutional work;

that copyright ownership in scholarly works resides with the discoverer(s) unless the work:

            i.          is governed by an agreement;

ii.                   utilizes significant INSTITUTE resources in its development; or

iii.                  uses the INSTITUTE’s name in the promotion of the work;

B.         To execute all necessary papers and otherwise provide proper assistance, at the INSTITUTE’s expense, during and subsequent to the period of my INSTITUTE affiliation, to enable the INSTITUTE to obtain, maintain or enforce for itself or its nominees, patents, copyrights or other legal protection for such Intellectual Property; and

C.                  To prepare and maintain for the INSTITUTE adequate and current written records of all such INSTITUTE Intellectual Property; and

D.                    To deliver promptly to the  INSTITUTE when I leave the INSTITUTE for whatever reason, and at any other time as the INSTITUTE may request, copies of all written records referred to in paragraph C. above as well as all related memoranda, notes, records, schedules, plans or other documents, made by, compiled by, delivered to, or manufactured, used, developed or investigated by INSTITUTE, which will at all times be the property of the INSTITUTE; and

E.                  Not to disclose or use in my work  any such information referred to in paragraph D to my new employer or any other entity or person for a period of ten (10) years after I leave the the INSTITUTE  (unless otherwise agreed in writing with INSTITUTE); and

F.         Not to disclose to the INSTITUTE or use in my work at INSTITUTE (unless otherwise agreed in writing with INSTITUTE):

1.        any proprietary information of any of my prior employers or of any third party, such information to include, without limitation, any trade secrets or confidential information with respect to the business, work or investigations of such prior employer or other third party; or

2.         any ideas, writings, or Intellectual Property of my own which are not included in Paragraph A. above within the scope of this Agreement (please note that inventions previously conceived, even though a patent application has been filed or patent issued, are subject to this Agreement if they are actually first reduced to practice under the circumstances included in Paragraph A. above).

This Agreement replaces all previous agreements relating in whole or in part to the same or similar matters which I may have entered into with the INSTITUTE.  It may not be modified or terminated, in whole or in part, except in writing signed by an authorized representative of the INSTITUTE.  Discharge of my undertakings in this Agreement will be an obligation of my executors, administrators or other legal representatives or assignees.

I represent that, except as identified on the reverse side hereof, I have no agreements with or obligations to others in conflict with the foregoing.

______________________________________    __       ____________                                      

Signature                                                                      Date

(To be made out and signed in triplicate.  Distribution: original copy to the signatory’s personnel file; second copy to the signatory; and third copy to the INSTITUTE’s Intellectual Property  Office)