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 [Portions Omitted - included In fully Licensed Version]be relied upon by any party that is contemplating an acquisition, license, right to distribute, or any other interest in and to any Proprietary Creations covered hereby.

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 a [Portions Omitted - included In fully Licensed Version]ircumstances 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 t [Portions Omitted - included In fully Licensed Version]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 described in Exhibit “A” attached hereto (“Employee Creations”); no other party had any input or hand in the conception, [Portions Omitted - included In fully Licensed Version]r reduction to practice of the Employee Creations; and the Employee Creations were developed solely by the Employee, on Employee’s own time and using the Employee’s own materials, during the time spans identified adjacent to the ap [Portions Omitted - included In fully Licensed Version]designated on Exhibit “A.”

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 [Portions Omitted - included In fully Licensed Version] input or hand in the conception, development, creations, planning or reduction to practice of the Employee Creations; a [Portions Omitted - included In fully Licensed Version] to the Collective Creations were developed solely by Employee, on Employee’s own time and using the Employee’s own materials, during the time spans identified adjacent to the applicable Employe [Portions Omitted - included In fully Licensed Version]n Exhibit “B.”

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 such assignments, the Company has obtained full right, t [Portions Omitted - included In fully Licensed Version]oprietary Creations, including but not limited to (i) all rights of a copyright owner, including but not [Portions Omitted - included In fully Licensed Version] rights provided by the United States Copyright Act, (ii) all patent, trade [Portions Omitted - included In fully Licensed Version]rietary rights of every nature and type, (iii) the right to sell, lease, license, exchange, convey and assign the proprietary Creations, (iv) the right to publish, distribute, copy, publicly perform and display any and all of the Proprietary Creations, alone or in [Portions Omitted - included In fully Licensed Version] (v) the right to modify, amend, enhance, upgrade, improve, and create derivative works based in whole or in part on the Proprietary Creations, and (vi) the righ [Portions Omitted - included In fully Licensed Version] all steps necessary to secure and assert the Companies rights as aforesaid.

7.                Except for the integration or use of the pre-existing works of other parties as listed in Exhibit “C” attached hereto, the Propriet [Portions Omitted - included In fully Licensed Version]upon or otherwise violate the proprietary rights of any third party, including but not limited to [Portions Omitted - included In fully Licensed Version]ecrets, privacy rights, moral rights, or any other proprietary rights provided under any state or federal law.

8.                The Employee has received and has made a valid assignment of a license to use the pre-existing works d [Portions Omitted - included In fully Licensed Version]it “C” on a non-royalty basis, in perpetuity, anywhere within the world from the owner of said pre-existing works.

9.                The Employee has not exploited the Proprietary Creations for Employee’s own purposes or for the purposes or benefit of any other party other than the Company.

10.            No claim is pending, has been threatened, nor but for the passage of time will be pending, threatened o [Portions Omitted - included In fully Licensed Version]ould have a direct or indirect effect on the Proprietary Creations.

11.            The Proprietary Creations were not created during the Employee’s employment for any other employer or as a work for hire of any other party.  The Proprietary Creations or the use and distr [Portions Omitted - included In fully Licensed Version]eof, will not violate any non-compete, non-solicitation or any other restrictive covenant contained in any employment agreement [Portions Omitted - included In fully Licensed Version] that the Employee may have had with any other employer or party.

12.            All proprietary software programs and other tools used by the Employee in the creation of the [Portions Omitted - included In fully Licensed Version]and validly licensed for use by the Employee and were used within the scope of the applicable license agreement when creating the Proprietary Creations.

IN WITNESS WHEREOF, the Employee has executed this Authorship Certificate with full knowledge of its content and significance and [Portions Omitted - included In fully Licensed Version]hat other parties will rely on the content hereof when making important business decisions and entering potential transaction.