Authorship Certificate

The undersigned employee (“Employee”) of __________________ (the “Company”) hereby gives these representations and warranties for the purpose of assuring to the Company, and any other parties who may rely hereupon, that the Company has all right, title and interest in certain Proprietary Creations over which ownership is claimed by the Company.  The employee specifically intends that the representations and warranties contained herein may be [Paragraph Omitted But Included In Fully Licensed Version]

NOW THEREFORE, the undersigned Employee hereby represents, warrants, acknowledges, certifies and agrees as follows:

1.                That the Employee has carefully considered and investigated each of the representations, warranties and acknowledgements and the factual circumstances involved with each such representations, warranty and acknowledgements set forth herein.

2.                That the Employee gives these representations, warranties and acknowledgements with full knowledge and intent that they may and will be relied upon by third parties who are entering or contemplating a potential legal relationship with the Company involving the Proprietary Creations.

3.                That the Employee is the author of the Proprietary Creations [Paragraph Omitted But Included In Fully Licensed Version]

4.                That the Employee was a contributing author of the Proprietary Creations described in Exhibit “B” attached hereto (“Collective Creations”); only the parties listed in Exhibit “B” adjacent to the relevant work had any input or hand in the conception, development, creations, planning or reduction to practice of the Employee Creations; and the Employee’s contributions [Paragraph Omitted But Included In Fully Licensed Version]

5.                For purposes hereof, the Employee Creations and the Employee’s contributions to the Collective Creations shall be referred to herein as the “Proprietary Creations.”

6.                The Employee has assigned all of Employee’s right, title, and interest in and to the Proprietary Creations to the Company and pursuant to [Paragraph Omitted But Included In Fully Licensed Version]

7.                Except for the integration or use of the pre-existing works of other parties as listed in Exhibit “C” attached hereto, the Proprietary Creations do not infringe upon or otherwise [Paragraph Omitted But Included In Fully Licensed Version]

8.                The Employee has received and has made a valid assignment of a license to use the pre-existing works defined in Exhibit “C” on a non-royalty basis, in perpetuity, anywhere within the world from the owner of said pre-existing works.

9.                [Paragraph Omitted But Included In Fully Licensed Version]

10.            [Paragraph Omitted But Included In Fully Licensed Version]

11.            The Proprietary Creations were not created during the Employee’s employment for any other employer or as a [Paragraph Omitted But Included In Fully Licensed Version]

12.            All proprietary software programs and other tools used by the Employee in the creation of the Proprietary Creations were duly and validly licensed for use by the Employee [Paragraph Omitted But Included In Fully Licensed Version]

IN WITNESS WHEREOF, the Employee has executed this Authorship Certificate with full knowledge of its content and significance and with full knowledge that other parties will rely on the content hereof when making important business decisions and entering potential transaction.