EMPLOYEE CERTIFICATE OF AUTHORSHIP
This Certificate is given by [EMPLOYEE NAME 1] and [EMPLOYEE NAME 2], collectively referred to as "Employees," for the purpose of ensuring [COMPANY NAME], a [STATE OF DOMICILE OF COMPANY] corporation ("Software Company"), of their right and ownership in and to the Technology, as hereinafter defined, before the assignment and conveyance of that Technology to Software Company. It is acknowledged that this Certificate has been prepared after careful consideration and investigation by Employees of all relevant facts and circumstances. It is further acknowledged that this Certificate will be relied on from time to time by other persons and entities for purposes of determining whether to license the Technology or distribute products based on the Technology, or otherwise do business with Software Company. Therefore, Employees, severally and jointly, do hereby certify, warrant, and covenant as follows: 1. Employees were the sole and exclusive authors, inventors, and owners of certain computer programming that had the purpose and effect of [SOFTWARE PURPOSE] (the "Technology"). The Technology was conceived, developed, and (insofar as has occurred) reduced to practice solely by Employees, through the use of their own time, effort, and materials, at their own premises, during the period of [BEGIN DATE] through [END DATE]. For purposes of this Certificate, the Technology shall exclude (1) any preexisting works identified in Paragraph 6 herein, and (2) any further intellectual property right or interest, including any possible enhancement or improvement to the Technology, to the extent that any such further intellectual property right was assigned and conveyed, or otherwise acquired, in its entirety by Software Company. 2. The works embodied in the Technology have not been published under circumstances that have caused a loss of copyright therein. 3. Employees have assigned and conveyed all right, title, and interest in and to the Technology to Software Company. By virtue of such assignment and conveyance, Software Company has obtained sufficient right and authority, without obligation to any other person or entity, (1) to exploit the Technology commercially, including (without limitation) by copying, making derivative works of, distributing, performing, and displaying the works embodied in the Technology (including any derivative works thereof), and by making, using, and selling the apparatus designed on the basis of the Technology, when combined with generally available parts and equipment; and (2) to copy and display all pictorial, graphic, or audiovisual works created as a result of the execution of the Technology, or any derivative work thereof, even if such pictorial, graphic, or audiovisual works are created by or with other programming or through other means.
4. Employees' invention and development of the Technology has not, and does not, conflict with or violate any obligation or duty Employees may have to any third party. The Technology and its exploitation do not infringe any patent, copyright, trademark, or other intellectual property rights (including trade secrets), privacy or similar rights of any third party, nor has any claim, whether or not embodied in an action, past or present, of such infringement been threatened or asserted, and no such claim is pending, against Employees or, insofar as Employees are aware, against any other entity. Specifically, as the Technology and the effort of its development relate to Employees' former employer: A. The conception of the Technology occurred at a time when Employees were not employees or consultants of their former employer; and B. No use whatsoever of the facilities or resources of their prior employer was made in the development of the Technology. [OR Alternative provision] A. All work involving the Technology occurred after normal working hours or on weekends or holidays at Employees' own premises; B. .Employees never caused any interference with the normal business of their former employer, including by making any contacts with its customers or competitors, but on the contrary performed their appointed duties to their former employer to the best of their ability; C. .To the best of their knowledge, Employees' duties to their former employer at no time required them to disclose or assign the Technology to their former employer, nor does the Technology otherwise constitute work-for-hire of their former employer; and D. .The principal method of exploiting the Technology, as now contemplated by Software Company, will not be directly competitive with the business or interests of Employees' former employer. 5. Employees have entered into no employment or consulting agreements over the past [N] years, other than [N]. 6. The only programming or computer code used or adapted in any way by Employees in the preparation of the Technology consist of the following programs commercially available for general use in such manner under terms that entitled Employees to retain sole and exclusive ownership of the Technology, insofar as it is deemed to constitute a derivative work thereof: [LIST COMPETITIVE PRODUCTS].
7. The source code and related system documentation provided to Software Company in connection with the assignment and conveyance of the Technology (1) are understandable and usable by trained computer-programming personnel who are generally familiar with [NAME OF COMPUTER LANGUAGE OR ARCHITECTURE] systems, (2) do not involve any proprietary languages or programming components that such personnel could not reasonably be expected to understand, and (3) include all of the devices, programming, and documentation necessary for the maintenance and support of the Technology, except for devices, programming, and documentation commercially available to Software Company on reasonable terms through readily known sources not affiliated with Employees. IN WITNESS WHEREOF, this Certificate entered into by the parties below.
Agreed and Accepted: For [COMPANY NAME]:
(Please sign above and print name and title here) Date: August 12, 2008
For [EMPLOYEE1:
For EMPLOYEE 2:
(Please sign above and print name and title here) Date: August 12, 2008
(Please sign above and print name and title here) Date: August 12, 2008