EMPLOYEE ACKNOWLEDGEMENT OF PROPRIETARY RIGHTS UPON TERMINATION

To Be Placed On Employer Letterhead

To Be Addressed To Employee

Please execute in the appropriate space provided at the bottom of this letter.  The purpose of this letter is for you to confirm that we have advised you with respect to the proprietary rights of the company and your continued obligations with respect to all such information.

You hereby acknowledge and agree:

1.                Through the course of your employment with the Company, you have been involved in and contributed to the development of certain items that are proprietary to the Company and have been exposed to certain information that is proprietary and of strategic and operational advantage of the Company.  These items may have included items that are copyrightable, subject to trademark protection, tra [Paragraph Omitted But Included In Fully Licensed Version]

2.                You acknowledge and agree that your contributions to the development of all proprietary information of the Company was done in the course and within the scope of your employment and that all work product arising and resulting from your efforts is the property of the Company.

3.                You acknowledge that the [Employment Agreement; Confidentiality Agreement; Other Agreement] that you signed upon your initial employment with the Company, as well as the Company Policy On Proprietary Information, state that all such work product is the proprietary property of the Company.

4.                You acknowledge and agree that all of the work product that you developed or contributed to, directly or indirectly, during your term of employment with the Company, were “works made for hire” as defined in the United States Copyright Act and as such the Company will be deemed as the “author” of such work product for Copyright Law purposes.

5.                Upon your termination, you must refrain from any [Paragraph Omitted But Included In Fully Licensed Version]

6.                Prior to departing from the Company facilities, you shall turn over all items in your possession that contain any proprietary information of the Company.  By executing in the space provided below you certify, acknowledge, agree, represent and warrant that all items containing any proprietary information of the Company have been delivered to the Company and that you are no longer in possession of any such materials.

7.                You acknowledge and agree that all Company proprietary information is of substantial value and strategic importance to the Company and that disclosu [Paragraph Omitted But Included In Fully Licensed Version]

BY SIGNING BELOW, YOU ACKNWOLEDGE AND AGREE THAT YOU HAVEP REVIOUSLY ENTERED INTO AN AGREEMENT WITH THE COMPANY RESTRICTING YOU FROM DISCLOSURE OF PROPRIETARY INFORMATION AND THAT YIU UNDERSTAND THAT THE TERMS OF THOSE RESTRICTIONS CONTINUE INDEFINATELY FOLLOWING THE TERMINATION OF YOUR EMPLOYMENT WITH THE COMPANY.  YOU FURTHER ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND COMPANY POLICIES WITH RESPECT TO PROTECTION OF PROPRIETARY INFORMATION AND THAT YOU WILL TAKE NO ACTIONS CONTRARY THERETO.

YOU ATTEST THAT YOU HAVE READ AND FULLY UNDERSTAND THIS DOCUMENT AND THE CONSEQUENCES THEREOF AND THAT YOU ARE IN AGREEMENT WITH ALL OF THE ITEMS CONTAINED HEREIN.

                  FOR THE COMPANY

                                   By:__________________________

                                      [Corporate Officer or Personnel Director]

I hereby acknowledge and

Agree to the forgoing terms:

___________________________

Departing Employee

Executed this _____ day of _______________, 20__.