ORIGINATE, INC.

ADDENDUM TO EMPLOYEE INVENTIONS AND CONFIDENTIALITY AGREEMENT


This Addendum (the Addendum) to the Employee Inventions and Confidentiality Agreement between me and Originate, Inc. (the Company) dated ___________ (the Confidentiality Agreement) is effective as of _______________ (the Addendum Effective Date). Capitalized terms not defined in this Addendum have the meaning defined in the Confidentiality Agreement.

1.        20% Program.  On the Addendum Effective Date, I am joining the Companys 20% Time program (20% Program) to devote a portion of my employment by the Company (20% time) to the ___________ project (the Project). This Project is described in Attachment 1.

2.        Inventions and Intellectual Property Rights.  Any Inventions or Intellectual Property Rights that I solely conceive, first reduce to practice or first fix in a tangible medium in connection with the Project during my 20% time will not be Company Inventions under my Confidentiality Agreement and shall be owned solely by me, subject to the following condition:

        (a)         Company License. For any Invention or Intellectual Property I develop under the 20% program that I use in any Company product or project, I hereby grant the Company a worldwide, perpetual, irrevocable, royalty-free, fully-paid up license to use, perform, display, modify, create derivative works of and distribute through multiple tiers all such Inventions and any product or service embodying such Intellectual Property Rights and to use, make, have made, sell, offer for sale and import any product or service embodying or practicing such Inventions or Intellectual Property Rights.

3.        Records.  I agree to keep appropriate records to document what Inventions and Intellectual Property Rights are conceived, first reduced to practice or first fixed in a medium of tangible expression by me during my 20% time.

4.         Disclosure.  I agree to disclose to the Company any copyright registrations, patent applications, trademark or service mark registrations or any other intellectual property registrations I propose to file in any jurisdiction with respect thereto sufficiently in advance of their filing to give the Company time to review and comment on them.

5.         General Provisions.  Except as expressly modified herein, all other terms and conditions of the Agreement remain in full force and effect. This Addendum and the Confidentiality Agreement together constitute the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior communications between us with respect to such matters.  No modification of or amendment to this Addendum, or any waiver of any rights under this Addendum, will be effective unless in writing and signed by me and a duly authorized officer of the Company.  

I HAVE READ THIS ADDENDUM CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION.  NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS ADDENDUM.  I SIGN THIS AMENDMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY COMPANY AND THE OTHER COUNTERPART WILL BE RETAINED BY ME.

Employee

________________________________

Signature

________________________________        

Name (Printed)

Date:         

Originate, Inc

________________________________

Signature

________________________________        

Name (Printed)

Date:


Attachment 1

20% Time Program Project Description

  1. What is the name of the Project?
  2. Describe the Project in 2-3 paragraphs.
  3. What is the benefit of the Project to
  1. you?
  2. Originate?
  3. the greater good?
  1. What technologies do you plan on using for the Project?
  2. How long do you expect the Project to run (max 6 months, renewable)?
  3. What are the monthly deliverables/milestones for the Project?  Be sure they are clearly measurable.
  4. What are the success criteria for the Project?
  5. Who has provided you feedback on the Project?  Are they all supportive?
  6. Has you discussed the Project with your Supervisor?  Is your supervisor supportive?

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