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+
+# Company IP Assignment
+
+## Assignment of Intellectual Property
+
+Member hereby assigns to Company exclusively and throughout the world and universe all right, 
+title and interest (whether or not now existing) in 
+
+* (a) work done for the Company 
+
+* (b) all precursors, portions and works in progress with respect thereto 
+
+* (c) and all inventions, works of authorship, mask works, technology, information, 
+know-how, materials and tools relating thereto or to the development, 
+support or maintenance thereof 
+
+(d) all copyrights, patent rights, trade secret rights, trademark rights, 
+mask works rights, sui generis, database rights and all other intellectual and 
+industrial property rights of any sort 
+
+(e) all business, contract rights, causes of action, and goodwill in, 
+incorporated or embodied in, used to develop, or related to any of the 
+foregoing (collectively, “Intellectual Property”). 
+
+To the extent allowed by applicable law, this Section includes all 
+rights of paternity (for example, including but not limited to the right 
+to be identified as author), integrity, disclosure and withdrawal and 
+any other rights that may be known as or referred to as moral rights, 
+artist’s rights, droit moral or the like (collectively, “Moral Rights”). 
+
+To the extent Member retains any Moral Rights under applicable law, 
+Member hereby ratifies and consents, and hereby provides all necessary 
+ratifications and consents, to any action that may be taken with respect 
+to such Moral Rights by or authorized by Company, 
+and Member agrees not to assert any Moral Rights with respect thereto. 
+
+The foregoing applies to the subject matter enumerated in Exhibit A. 
+Member will confirm any such ratification, consent or agreement from 
+time to time as requested by Company.
+
+## Consideration
+
+Company agrees to distribute to Member certain percentage of profit of the Company
+on an ongoing basis, pursuant to the provisions of this Agreement between Company 
+and Member. 
+
+Such distributions shall be the only consideration required of Company 
+with respect to the subject matter of this Agreement.
+
+
+## Further Assurances
+
+Member agrees to assist Company in every proper way to evidence, record 
+and perfect the Section (Assignment Of Intellectual Property) 
+and to apply for and obtain recording of 
+and from time to time enforce, maintain and defend the assigned rights. 
+
+If Company is unable for any reason whatsoever to secure Members 
+signature to any document it is entitled to under this Section, 
+Member hereby irrevocably designates and appoints Company and 
+its duly authorized officers and agents, as his agents and 
+attorneys-in-fact with full power of substitution to act for 
+and on his behalf and instead of Member, only to execute and 
+file any such document or documents and to do all other lawfully 
+permitted acts to further the purposes of the foregoing with the 
+same legal force and effect as if executed by Member.
+
+
+
+## Restrictions Of Use re Confidential Information and Intellectual Property of Third Parties
+
+Member will not use, assign, disclose to the Company any technical or business information 
+or plans of Third Parties , except to the extent Member 
+can document that it is generally available (through no fault of Member) 
+for use and disclosure by the public without any charge license or restriction, 
+such as public domain or approved OSI licensed or CC licensed code/documenation, 
+
+Member recognizes and agrees that any breach or threatened breach of this 
+Section will cause irreparable harm to Company for which damages would 
+not be an adequate remedy, and, therefore, Company will be entitled to equitable relief 
+(including without limitation, injunctions) with respect thereto in addition to any 
+other civil or criminal remedies.
+
+## Warranty
+
+Member represents and warrants to Company that Member 
+
+* (a) was the sole owner (other than Company) of all rights, title and interest 
+in and to the Technology and Intellectual Property, 
+
+* (b) has not assigned, transferred, licensed, pledged or otherwise encumbered any 
+Technology or Intellectual Property or agreed to do so,
+
+* (c) has full power and authority to enter into this Agreement and to make the 
+assignment provided in Section (Assignment Of Intellectual Property), 
+
+* (d) is not aware of any violation, infringement or misappropriation of any 
+third party’s rights (or any claim thereof) by the Technology or Intellectual Property, 
+
+* (e) was not acting within the scope of employment by any third party when conceiving, 
+creating or otherwise performing any activity with respect to anything 
+purportedly assigned in Section (Assignment Of Intellectual Property) 
+
+* (f) is not aware of any questions or challenges with respect to the patentability 
+or validity of any claims of any existing patents or patent applications 
+relating to the Intellectual Property.
+