Assignment of Pre-Employment Works by juiciness


									             Assignment of Pre-Employment Works

THIS ASSIGNMENT made as of                between         , of       (the “Company”) and              ,
of     ( the “Assignor”).

WHEREAS the Assignor and the Company have entered into or are about to enter into an
employment relationship for their mutual benefit;

AND WHEREAS as a condition of entering into and/or continuing such employment
relationship, the Company has required that the Assignor enter into this Agreement;

NOW THEREFORE IN CONSIDERATION OF the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

1.     The Assignor hereby grants, transfers, conveys, and assigns to the Company, its
       successors and assigns, all rights to, interests in, and titles to all work and materials
       relating to State work whose title is to be transferred (ie. the Assignor’s software known
       as "The Y2K Bug Doctor"), including any patents, copyrights, trade secrets, trademarks,
       licenses, logos, and all List other items (ie.source codes and documentation) associated
       therewith (collectively the “Works”).

2.     The Assignor hereby represents that he has not granted any licenses to use any of the
       Works to any persons, corporations, firms, or entities other than      . Such licenses are
       hereby transferred and assigned to the Company, its successors and assigns, and form part
       the Works.

3.     The exclusive transfers, conveyances, and assignments referred to in Paragraphs 1 and
       2b) shall include (but not be limited to):

       (a)    the rights to sell, reproduce, modify, create derivative works, publish, or make
              other use of the Works (and any subsequent additions, revisions, or modifications
              thereto) throughout the world, in any form, medium, or language;

       (b)    the rights to license or otherwise transfer to others any rights related to the Works
              mentioned herein; and

       (c)    the rights to file copyright and patent applications in the United States and
              throughout the world in the name of the Company, its successors and assigns.

4.     Upon the request of the Company, its successor or assigns, the Assignor hereby agrees to
       assist the Company, its successor and assigns, at the Company’s expense,

      (a)    to obtain for the Company, patents for the Works in any and all jurisdictions; and

      (b)    in any controversy or legal proceeding relating to the Works, improvements, or
             discoveries, or to the patents resulting therefrom.

5.    The Assignor, represents that he has no agreement with or obligation to others in conflict
      with his obligations under this Agreement.

6.    The Assignor acknowledges that all restrictions in this Agreement are reasonable in the
      circumstances and hereby waives all defenses to the enforcement thereof by the
      Company. In the event that any provisions of this Agreement shall be deemed void or
      invalid by a court of competent jurisdiction, the remaining provisions shall be and remain
      in full force and effect and the Assignor hereby confers upon such court the power to
      replace such void or invalid provisions with such other enforceable and valid provisions
      as shall be as near as may be to the original in form and effect.

7.    The Assignor acknowledges that breach by him of the terms and conditions of this
      Agreement may cause irreparable harm to the Company which may not be compensable
      by monetary damages. Accordingly, the Assignor acknowledges that a breach by him of
      the terms and conditions of this Agreement shall be sufficient grounds for the granting of
      an injunction at the suit of the Company by a court of competent jurisdiction.

8.    This Agreement shall be governed by and construed in accordance with the laws of the
      State of State of Employer (ie. Washington).

9.    This Agreement is the entire agreement between the Assignor and the Company relating
      to the subject matter hereof and stands in the place of any previous agreement, whether
      oral or in writing. The Assignor agrees that no amendment to this Agreement shall be
      binding upon the parties unless it is in writing and executed by both parties.

10.   This Agreement will enure to the benefit of the successors and assigns of the Company.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above

                                                     Name of Employer


Witness         Name of Employee

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