KNOWLEDGE ASSIGNMENT AGREEMENT
Notwithstanding anything contained previously in these Terms and Conditions, As an additional and exclusive condition of the initial and continued usage of TrafficHaus or any of its affiliates Pop UP Ad Blocking Technology (“usage”), including but not limited to ReviveAds.com and AdRestore.com, its subsidiaries, affiliates, successors or assigns (together the “Company”) and my receipt of the use of the technology now and hereafter from the Company, I agree to the following:
1. Confidential Information.
I hereby agree at all times during and following my usage with the Company, to hold in strictest confidence and not to use or disclose to any person, firm or corporation without written authorization of the Company, except for the benefit of the Company or to fulfill my usage obligations, any Confidential Information of the Company. Regardless of whether or not specifically marked as “Confidential,” I understand that “Confidential Information” means any and all proprietary information, technical data, trade secrets or know-how, including but not limited to, past, present, or future research, product plans, products, knowledge (whether or not patentable), methodologies, services, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during my usage), current and planned customer requirements, costs, bidding practices, price lists, markets, business plans, any and all information concerning the business and affairs of the Company (which includes historical and current financial statements, financial projections and budgets, financial and operational information, historical and projected sales, billing records, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training, techniques and materials, officer, director and member information, policies, contracts, suppliers, client, agent or correspondent lists, marketing or sales prospects), software, networks, database technologies, systems, structures and architectures, developments, knowledge, processes, formulas, technologies, designs, drawings, engineering, facilities, hardware configuration information, marketing, finances or other business information disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment, any other information, however documented, and any and all notes, analysis, compilations, studies, summaries, and other material prepared by or for the Company containing or based, in whole or in part, on any information included in the foregoing.(b) I further acknowledge that such Confidential Information, even though it may be contributed, developed or acquired by me, constitutes valuable, special and unique assets of the Company, which are to be held by me in trust and solely for the Company’s benefit. I further understand that Confidential Information does not include any of the foregoing items that has become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved, or information that I have acquired wholly independently of my relationship with the Company. I further acknowledge that the Confidential Information includes “trade secrets,” and in addition to the other protections provided herein, all trade secrets shall be accorded the protections and benefits of the Uniform Trade Secrets Act, any other applicable law and the common law.(c) I agree that I will not, during my usage with the Company, improperly use or disclose any proprietary information or trade secrets of the Company, or other person or entity and that I will not bring onto any premises, any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.(d) I recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it in any manner except as necessary in carrying out my work for the Company in accordance with the Company’s agreements or other arrangements with any such third parties.
Assignment of Knowledge
If in the course of my usage with the Company, I incorporate into a Company product, process or machine a Prior Knowledge, as it applies to the Ad Blocking Technology Usage, owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Knowledge as part of or in connection with such product, process or machine. “Prior Knowledge” shall mean all knowledge, original works of authorship, developments, concepts, discoveries, processes, computer programs, know-how, ideas, methodologies, improvements, and trade secrets which were made by me prior to my usage with the Company, which belong to me, which relate to the Company’s proposed business, products or research and development, and which are not assigned to any entity of the Company hereunder.I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and to any and all knowledge, original works of authorship, developments, concepts, discoveries, processes, computer programs, know-how, ideas, methodologies, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I am in the usage term of the Company (collectively referred to as “Knowledge”). I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my usage with the Company and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. I understand and agree that the decision whether or not to commercialize or market any knowledge developed by me solely or jointly with others is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty will be due to me as a result of the Company’s efforts to commercialize or market any such knowledge. I shall not incorporate any knowledge, original work of authorship, development, concept, discovery, process, computer program, know-how, ideas, methodology, improvement or trade secret owned, in whole or in part, by any third party into any Knowledge without the Company's prior written permission.
I agree to assign to the United States government all my right, title, and interest in and to any and all Knowledge whenever such full title is required to be in the United States by a contract between the Company and the United States or any of its agencies.
I agree to keep and maintain adequate and current written records of all Knowledge made by me (solely or jointly with others) during the term of my usage with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times.
I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Knowledge and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Knowledge, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of my mental or physical incapacity to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Knowledge or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by me.
The terms of this Agreement shall not grant me any license or similar right with respect to any patent, copyright or other property of the Company.Non-Solicitation of Users. During the term of my usage by the Company and thereafter for a period of three (3) years, I shall not, on my own behalf or on behalf of any other person, partnership, entity, association, or corporation, hire or seek to hire any non-clerical or non-secretarial User of the Company or in any other manner attempt directly or indirectly to influence, induce, or encourage any non-clerical or non-secretarial User of the Company to leave the usage of the Company, nor shall he use or disclose to any person, partnership, entity, association, or corporation any information concerning the names, addresses or personal telephone numbers of any Users of the Company.
Returning Company Documents and Property. I hereby agree that, at the time of leaving the usage term of the Company, or at such earlier time as the Company may request, I will immediately deliver to the Company and will not keep in my possession, recreate or deliver to anyone else, any and all Confidential Information, devices, records, data, notes, reports, methodologies, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, equipment, other documents or property, or reproductions in any medium of any aforementioned items developed by me or received by me pursuant to my relationship with the Company or otherwise belonging to the Company.
Conflicting Obligations. I represent and warrant to the Company that I have not entered into any agreements and am not subject to any duties to third parties that are inconsistent with the terms of this Agreement. I further represent and warrant to the Company that I am not subject or a party to any usage agreement, consulting agreement, noncompetition covenant, nondisclosure agreement, or other agreement, covenant, understanding or restriction that would prohibit me from executing this Agreement or from performing fully, and without limitation, my duties and responsibilities hereunder. I further warrant that I have provided to the Company a copy of any usage agreement, consulting agreement, non-competition covenant, non-disclosure agreement, or other agreement, covenant, understanding or restriction with respect to any usage, consultancy, or confidentiality of information thereunder, to which I am subject or a party, and that such copy is a true and correct representation of such agreement. I agree that, during my usage with the Company, I will not engage in any other usage, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during my usage, nor will I enter into any agreements or commitments or engage in any other activities that conflict with my obligations to the Company. I further represent and warrant that my execution of and compliance with this Agreement and the performance of my duties hereunder will not breach the provisions of any contract, agreement, or understanding to which I am party or any duty owed by me to any other person.
Insider Information. I understand and agree that because of the special position and relationships of the Company, owners, executives, and clients that I may learn of certain information that constitutes “insider information” for Securities and Exchange Commission and other securities laws and regulatory purposes. I agree not to disclose any such insider information to anyone, and not to use such insider information to trade in securities, or to attempt in any way to profit from any such insider information. I further agree to execute specific agreements or other documents as requested by the Company in the future in connection with this provision. Users of the Company may be subject to criminal and civil liability for engaging in transactions involving insider information. Further, such activity may subject the Company to substantial penalties. The Securities and Exchange Commission aggressively seeks out and prosecutes persons who trade on insider information. The Company considers violations of its insider information policy to be grounds for immediate termination of usage.
Representations. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my usage by the Company. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict herewith.
Survival of User’s Obligations. To the extent allowed by law, I expressly understand and agree that all of the obligations established by this Agreement with respect to Confidential Information, Knowledge, and trade secrets, whether patentable or not, shall continue beyond the termination of any services for or on behalf of the Company.
Governing Law. This Agreement will be governed by the internal substantive laws, but not the choice of law rules, of Nevada. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in Clark County, Nevada for any lawsuit filed there against me by the Company arising from or relating to this Agreement.
10. Liquidated Damages and Equitable Relief.Except as provided in subsection (b) below, any controversy, claim or dispute arising out of or in any way relating to this Agreement, the alleged breach thereof, and/or my usage relationship with the Company or termination therefrom including without limitation, any and all claims for discrimination or harassment, civil tort and any other usage laws, excepting only claims which may not, by statute, be arbitrated, both I and the Company (and its directors, officers, Users or agents) agree to submit any such dispute exclusively to binding arbitration, except as provided in subsection (b) below. User and the Company agree that arbitration is the exclusive remedy for all disputes arising out of or related to my usage relationship with the Company, except as provided in subsection (b) below.
The arbitration shall be determined by binding arbitration administered by the American Arbitration Association. The arbitration shall be commenced and heard in the county in which the Company’s principal executive offices are located. The arbitrator(s) shall apply the substantive law (and the law of remedies, if applicable) of Nevada or federal law, or both, as applicable to the claim(s) asserted. In any arbitration, the burden of proof shall be allocated as provided by applicable law. Either party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Discovery, such as depositions or document requests, shall be available to the Company and User as though the dispute were pending in Nevada state court. The arbitrator shall have the ability to rule on pre-hearing motions, as though the matter were pending in Nevada state court, including the ability to rule on a motion for summary judgment.
I agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be settled by payment of a liquidated damages payment of $50,000. A Judgment for which may be entered on the in any court having jurisdiction. I shall pay back the Company all of the costs, expenses, and attorney’s fees that are necessitated in bringing this Judgment against me.
I agree that it would be impossible or inadequate to measure and calculate the Company’s damages from any breach of the covenants set forth in Sections 1 through 5 herein. Accordingly, I agree that if I breach any of such Sections, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. I further agree that no bond or other security shall be required in obtaining such equitable relief and I hereby consent to the issuance of such injunction and to the ordering of specific performance, in addition to the liquidated damages.