CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT

Effective Date: On even date with Contractor’s Contractor Agreement

As a condition of becoming retained (or Contractor’s relationship being continued) by Committed Coaches, LLC, an Oregon corporation, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of Contractor’s relationship with Company and receipt of the compensation now and hereafter paid by Company, Contractor agrees to the following:

1. Relationship.  This Confidential Information and Invention Assignment Agreement (this “Agreement”) will apply to Contractor’s relationship with Company.  If that relationship ends and Company, within a year thereafter, either employs Contractor or re-engages Contractor as a contractor, this Agreement will also apply to such later employment or relationship, unless the parties hereto otherwise agree in writing.  Any such employment or relationship between the parties hereto, whether commenced prior to, upon or after the date of this Agreement, is referred to herein as the “Relationship.” 

2. Duties.  

1. Contractor will perform for Company such duties as may be required pursuant to Contractor’s agreement with Company entered into on or about the date hereof to provide various services to Company (the “Contractor Agreement”).  The services to be rendered by Contractor under the Contractor Agreement are referred to herein as the “Services” and this Agreement is intended to supplement and form an integral part of the Contractor Agreement.  In the event of any conflict between provisions of this Agreement and the Contractor Agreement, this Agreement shall govern.
2. Contractor will promptly disclose to Company all Confidential Information, Inventions, materials or intellectual property, as well as any business opportunity which comes to my attention during my Relationship with Company and which relates to the business of Company or which arises as a result of my Relationship with Company. I will not take advantage of or divert any such opportunity for the benefit of myself or anyone else either during or after my Relationship with Company without the prior written consent of Company.

3. Confidential Information.

1. Protection of Information.  Contractor understands that during the Relationship, Company intends to provide Contractor with information, including Confidential Information (as defined below), without which Contractor would not be able to perform Contractor’s duties to Company.  Contractor agrees, at all times during the term of the Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit of Company to the extent necessary to perform the Services, and not to disclose to any person, firm, corporation or other entity, without written authorization from Company in each instance, any Confidential Information that Contractor obtains from Company or otherwise obtains, accesses or creates in connection with, or as a result of, the Services during the term of the Relationship, whether or not during working hours, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of Contractor or of others who were under confidentiality obligations as to the item or items involved.  Contractor further agrees not to make copies of such Confidential Information except as authorized by Company. 
2. Confidential Information.  Contractor understands that “Confidential Information” means information and physical material not generally known or available outside Company and information and physical material entrusted to Company in confidence by third parties.  Confidential Information includes, without limitation:  (i) Company Inventions (as defined below); and (ii) technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, biological materials, mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and contractors of Company (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and contractors), lists of, or information relating to, suppliers and customers (including, but not limited to, customers of Company on whom Contractor called or with whom Contractor became acquainted during the Relationship), price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to Contractor by Company either directly or indirectly, whether in writing, electronically, orally, or by observation.
3. Third Party Information.  Contractor’s agreements in this Section 3 are intended to be for the benefit of Company and any third party that has entrusted information or physical material to Company in confidence.  Contractor further agrees that, during the term of the Relationship and thereafter, Contractor will not improperly use or disclose to Company any confidential, proprietary or secret information of Contractor’s former clients or any other person, and Contractor agrees not to bring any such information onto Company’s property or place of business.
4. Other Rights.  This Agreement is intended to supplement, and not to supersede, any rights Company may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information.

4. Ownership of Inventions.

1. Inventions Retained and Licensed.  Contractor has attached hereto, as Exhibit A, a complete list describing with particularity all Inventions (as defined below) that, as of the Effective Date:  (i) Contractor made, and/or (ii) belong solely to Contractor or belong to Contractor jointly with others or in which Contractor has an interest, and that relate in any way to any of Company’s actual or proposed businesses, products, services, or research and development, and which are not assigned to Company hereunder; or, if no such list is attached, Contractor represents that there are no such Inventions at the time of signing this Agreement, and to the extent such Inventions do exist and are not listed on Exhibit A, Contractor hereby forever waives any and all rights or claims of ownership to such Inventions.  Contractor understands that Contractor’s listing of any Inventions on Exhibit A does not constitute an acknowledgement by Company of the existence or extent of such Inventions, nor of Contractor’s ownership of such Inventions.  Contractor further understands that Contractor must receive the formal approval of Company before commencing Contractor’s Relationship with Company.
2. Use or Incorporation of Inventions.  If in the course of the Relationship, Contractor uses or incorporates into a product, service, process or machine any Invention not covered by Section 4(d) of this Agreement in which Contractor has an interest, Contractor will promptly so inform Company in writing.  Whether or not Contractor gives such notice, Contractor hereby irrevocably grants to Company a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with right to transfer and to sublicense, to practice and exploit such Invention and to make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute such Invention under all applicable intellectual property laws without restriction of any kind.
3. Inventions.  Contractor understands that “Inventions” means discoveries, developments, concepts, designs, ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable.  Contractor understands this includes, but is not limited to, any new product, machine, article of manufacture, biological material, method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration of any kind, or any improvement thereon.  Contractor understands that “Company Inventions” means any and all Inventions that Contractor may solely or jointly author, discover, develop, conceive, or reduce to practice in connection with, or as a result of, the Services performed for Company, whether before or after the signature date of this Agreement, except as otherwise provided in Section 4(g) below.
4. Assignment of Company Inventions.  Contractor agrees that Contractor will promptly make full written disclosure to Company, will hold in trust for the sole right and benefit of Company, and hereby assigns to Company, or its designee, all Contractor’s right, title and interest throughout the world in and to any and all Company Inventions and all patent, copyright, trademark, trade secret and other intellectual property rights therein.  Contractor hereby waives and irrevocably quit claims to Company or its designee any and all claims, of any nature whatsoever, that Contractor now has or may hereafter have for infringement of any and all Company Inventions.  Any assignment of Company Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”).  To the extent that Moral Rights cannot be assigned under applicable law, Contractor hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.
5. Maintenance of Records.  Contractor agrees to keep and maintain adequate and current written records of all Company Inventions made or conceived by Contractor (solely or jointly with others) during the term of the Relationship.  The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, or any other format.  The records will be available to and remain the sole property of Company at all times.  Contractor agrees not to remove such records from Company’s place of business except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of Company for the purpose of furthering Company’s business.  Contractor agrees to deliver all such records (including any copies thereof) to Company at the time of termination of the Relationship as provided for in Section 5 and Section 6.
6. Patent and Copyright Rights.  Contractor agrees to assist Company, or its designee, at its expense, in every proper way to secure Company’s, or its designee’s, rights in Company Inventions and any copyrights, patents, trademarks, mask work rights, Moral Rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, waive and agree never to assert such rights, and in order to assign and convey to Company or its designee, and any successors, assigns and nominees the sole and exclusive right, title and interest in and to such Company Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.  Contractor further agrees that Contractor’s obligation to execute or cause to be executed, when it is in Contractor’s power to do so, any such instrument or papers shall continue during and at all times after the end of the Relationship and until the expiration of the last such intellectual property right to expire in any country of the world.  Contractor hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Contractor’s agent and attorney-in-fact, to act for and in Contractor’s behalf and stead to execute and file any such instruments and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright, mask work and other registrations related to such Company Inventions.  This power of attorney is coupled with an interest and shall not be affected by Contractor’s subsequent incapacity.
7. Exception to Assignments.  Subject to the requirements of applicable state law, if any, Contractor understands that Company Inventions will not include, and the provisions of this Agreement requiring assignment of inventions to Company do not apply to, any invention which qualifies fully for exclusion under the provisions of applicable state law, if any.  Some examples of state laws limiting the scope of assignable inventions are: Delaware Code Title 19 Section 805; Kansas Statutes Section 44-130; Minnesota Statutes 13A Section 181.78; North Carolina General Statutes Article 10A, Chapter 66, Commerce and Business, Section 66-57.1; Utah Code Sections 34-39-l through 34-39-3, “Employment Inventions Act”; Washington Rev. Code, Title 49 RCW: Labor Regulations, Chapter 49.44.140. Contractor acknowledges that to the extent one of the foregoing laws applies, Contractor’s invention assignment agreement will not apply to an invention for which no equipment, supplies, facility or trade secret information of Company was used and which was developed entirely on Contractor’s own time, unless: (1) the invention relates directly to the business of Company or to Company’s actual or demonstrably anticipated research or development; or (2) the invention results from any work performed by Contractor for Company. Similarly, to the extent California Labor Code Section 2870, or Illinois 765ILCS1060/1-3 or NY Labor Law § 203-f controls, the same notice will apply absent the word “directly” in part (1). In order to assist in the determination of which inventions qualify for such exclusion, Contractor will advise Company promptly in writing, during and after the term of the Relationship, of all Inventions solely or jointly conceived or developed or reduced to practice by Contractor in connection with, or as a result of, the Services performed for Company during the period of the Relationship.

5. Company Property; Returning Company Documents.  Contractor acknowledges and agrees that Contractor has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, files, e-mail messages, and voice messages) and that Contractor’s activity and any files or messages on or using any of those systems may be monitored or reviewed at any time without notice.  Contractor further agrees that any property situated on Company’s premises and owned by Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice.  Contractor agrees that, at the time of termination of the Relationship, Contractor will deliver to Company (and will not keep in Contractor’s possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment, other documents or property, or reproductions of any of the aforementioned items developed by Contractor pursuant to the Relationship or otherwise belonging to Company, its successors or assigns.

6. Termination Certification.  In the event of the termination of the Relationship, Contractor agrees to sign and deliver the “Termination Certification” attached hereto as Exhibit B; however, Contractor’s failure to sign and deliver the Termination Certification shall in no way diminish Contractor’s continuing obligations under this Agreement.

7. Notice to Third Parties.  Contractor agrees that during the periods of time during which Contractor is restricted in taking certain actions by the terms of this Agreement (the “Restriction Period”), Contractor shall inform any entity or person with whom Contractor may seek to enter into a business relationship (whether as an owner, employee, independent contractor or otherwise) of Contractor’s contractual obligations under this Agreement.  Contractor also understands and agrees that Company may, with or without prior notice to Contractor and during or after the term of the Relationship, notify third parties of Contractor’s agreements and obligations under this Agreement.  Contractor further agrees that, upon written request by Company, Contractor will respond to Company in writing regarding the status of Contractor’s engagement or proposed engagement with any party during the Restriction Period.

8. Solicitation of Employees, Contractors and Other Parties.  As described above, Contractor acknowledges and agrees that Company’s Confidential Information includes information relating to Company’s employees, contractors, customers and others, and that Contractor will not use or disclose such Confidential Information except as authorized by Company.  Contractor further agrees as follows:

1. Employees, Contractors. Contractor agrees that during the term of the Relationship, and for a period of twelve (12) months immediately following the termination of the Relationship for any reason, whether with or without cause, Contractor shall not, directly or indirectly, solicit, induce, recruit or encourage any of Company’s employees or contractors to terminate their relationship with Company, or attempt to solicit, induce, recruit, encourage or take away employees or contractors of Company, either for Contractor or for any other person or entity.
2. Other Parties.  Contractor agrees that during the term of the Relationship, Contractor will not negatively influence any of Company’s clients, licensors, licensees or customers from purchasing Company products or services or solicit or influence or attempt to influence any client, licensor, licensee, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of Company.  In addition, Contractor acknowledges that Company has valuable Trade Secrets (as defined by applicable law from time to time) to which Contractor will have access during the term of the Relationship.  Contractor understands that Company intends to vigorously pursue its rights under applicable Trade Secrets law if, during a period of twelve (12) months immediately following the termination of the Relationship for any reason, whether with or without cause, Contractor solicits or influences or attempts to influence any client, licensor, licensee, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of Company.  Thereafter, Company intends to vigorously pursue its rights under applicable Trade Secrets law as the circumstances warrant.

9. No Change to Duration of Relationship.  Contractor understands and acknowledges that this Agreement does not alter, amend or expand upon any rights Contractor may have to continue in the relationship with, or in the duration of Contractor’s relationship with, Company under any existing agreements between Company and Contractor, including without limitation the Contractor Agreement, or under applicable law.

10. Representations and Covenants.

1. Facilitation of Agreement.  Contractor agrees to execute promptly, both during and after the end of the Relationship, any proper oath, and to verify any proper document, required to carry out the terms of this Agreement, upon Company’s written request to do so.
2. No Conflicts.  Contractor represents that Contractor’s performance of all the terms of this Agreement does not and will not breach any agreement Contractor has entered into, or will enter into, with any third party, including without limitation any agreement to keep in confidence proprietary information or materials acquired by Contractor in confidence or in trust prior to or during the Relationship.  Contractor will not disclose to Company or use any inventions, confidential or non-public proprietary information or material belonging to any previous client, employer or any other party.  Contractor will not induce Company to use any inventions, confidential or non-public proprietary information, or material belonging to any previous client, employer or any other party.  Contractor agrees not to enter into any written or oral agreement that conflicts with the provisions of this Agreement.
   
   Contractor further represents that Contractor does not presently perform or intend to perform, during the term of the Contractor Agreement, consulting or other services for, and Contractor is not presently employed by and has no intention of being employed by, companies whose businesses or proposed businesses in any way involve products or services that would be competitive with Company’s products or services, or those products or services proposed or in development by Company during the term of the Contractor Agreement.  If, however, Contractor decides to do so, Contractor agrees that, in advance of accepting such employment or agreeing to perform such services, Contractor will promptly notify Company in writing, specifying the organization to which Contractor proposes to render services, and provide information sufficient to allow Company to determine if such work would conflict with the interests of Company.
3. Voluntary Execution.  Contractor certifies and acknowledges that Contractor has carefully read all of the provisions of this Agreement, that Contractor understands and has voluntarily accepted such provisions, and that Contractor will fully and faithfully comply with such provisions.

11. Electronic Delivery.  Nothing herein is intended to imply a right to participate in any of Company’s equity incentive plans, however, if Contractor does participate in such plan(s), Company may, in its sole discretion, decide to deliver any documents related to Contractor’s participation in Company’s equity incentive plan(s) by electronic means or to request Contractor’s consent to participate in such plan(s) by electronic means.  Contractor hereby consents to receive such documents by electronic delivery and agrees, if applicable, to participate in such plan(s) through an on-line or electronic system established and maintained by Company or a third party designated by Company.

12. Miscellaneous.

1. Governing Law.  The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Oregon, without giving effect to the principles of conflict of laws.
2. Entire Agreement.  Except as described in Section 2, this Agreement sets forth the entire agreement and understanding between Company and Contractor relating to its subject matter and merges all prior discussions between the parties to this Agreement.  No amendment to this Agreement will be effective unless in writing signed by both parties to this Agreement.  Company shall not be deemed hereby to have waived any rights or remedies it may have in law or equity, nor to have given any authorizations or waived any of its rights under this Agreement, unless, and only to the extent, it does so by a specific writing signed by a duly authorized officer of Company.  Any subsequent change or changes in Contractor’s duties, obligations, rights or compensation will not affect the validity or scope of this Agreement.
3. Successors and Assigns.  This Agreement will be binding upon Contractor’s successors and assigns, and will be for the benefit of Company, its successors, and its assigns.
4. Notices.  Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in Company’s books and records. 
5. Severability.  If one or more of the provisions in this Agreement are deemed void or unenforceable to any extent in any context, such provisions shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity and force of the remainder of this Agreement shall not be affected.  Company and Contractor have attempted to limit Contractor’s right to use, maintain and disclose Company’s Confidential Information, and to limit Contractor’s right to solicit employees and customers only to the extent necessary to protect Company from unfair competition.  Should a court of competent jurisdiction determine that the scope of the covenants contained in Section 8 exceeds the maximum restrictiveness such court deems reasonable and enforceable, the parties intend that the court should reform, modify and enforce the provision to such narrower scope as it determines to be reasonable and enforceable under the circumstances existing at that time.  In the event that any court or government agency of competent jurisdiction determines that, notwithstanding the terms of the Contractor Agreement specifying Contractor’s Relationship with Company as that of an independent contractor, Contractor’s provision of services to Company is not as an independent contractor but instead as an employee under the applicable laws, then solely to the extent that such determination is applicable, references in this Agreement to the Relationship between Contractor and Company shall be interpreted to include an employment relationship, and this Agreement shall not be invalid and unenforceable but shall be read to the fullest extent as may be valid and enforceable under the applicable laws to carry out the intent and purpose of the Agreement. 
6. Remedies.  Contractor acknowledges and agrees that violation of this Agreement by Contractor may cause Company irreparable harm, and therefore Contractor agrees that Company will be entitled to seek extraordinary relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security (or, where such a bond or security is required, Contractor agrees that a $1,000 bond will be adequate), in addition to and without prejudice to any other rights or remedies that Company may have for a breach of this Agreement.
7. Advice of Counsel.  CONTRACTOR ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, CONTRACTOR HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND CONTRACTOR HAS READ AND UNDERSTANDS ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.  THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

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EXHIBIT A

LIST OF PRIOR INVENTIONS
AND ORIGINAL WORKS OF AUTHORSHIP
EXCLUDED UNDER SECTION 4(a) 

The following is a list of  all Inventions that, as of the Effective Date:  (A) Contractor made, and/or (B) belong solely to Contractor or belong to Contractor jointly with others or in which Contractor has an interest, and that relate in any way to any of Company’s actual or proposed businesses, products, services, or research and development, and which are not assigned to Company:

Except as indicated above on this exhibit, Contractor has no inventions, improvements or original works to disclose pursuant to Section 4(a) of this Agreement.

0 Additional sheets attached

EXHIBIT B 

TERMINATION CERTIFICATION

This is to certify that Contractor does not have in Contractor’s possession, nor has Contractor failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to Committed 100, LLC, a Oregon  corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”).

Contractor further certifies that Contractor has complied with all the terms of Company’s Confidential Information and Invention Assignment Agreement signed by Contractor, including the reporting of any Inventions (as defined therein), conceived or made by Contractor (solely or jointly with others) covered by that agreement, and Contractor acknowledges Contractor’s continuing obligations under that agreement.

Contractor further agrees that, in compliance with the Confidential Information and Invention Assignment Agreement, Contractor will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of Company or any of its employees, clients, contractors or licensees.

Contractor further agrees that for twelve (12) months from the date of this Certification, Contractor shall not either directly or indirectly solicit, induce, recruit or encourage any of Company’s employees or contractors to terminate their relationship with Company, or attempt to solicit, induce, recruit, encourage or take away employees or contractors of Company, either for Contractor or for any other person or entity.

Further, Contractor agrees that Contractor shall not use any Confidential Information of Company to negatively influence any of Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of Company.

Further, Contractor acknowledges that Company has valuable Trade Secrets (as defined by applicable law from time to time) to which Contractor has had access.  Contractor understands that Company intends to vigorously pursue its rights under applicable Trade Secrets law if, during a period of twelve (12) months from the date of this Certification, Contractor solicits or influences or attempts to influence any client, licensor, licensee, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of Company.  Thereafter, Company intends to vigorously pursue its rights under applicable Trade Secrets law as the circumstances warrant.

CONTRACTOR

By:

Name:

Date: