Pre-Invention Assignment and Confidentiality Agreement for

Vanderbilt University “Senior Capstone Design Courses”

1.      Parties

This Agreement (“Agreement”) is effective ________________________________ (“Effective Date”) and is

entered into by and between____________________________________________ (“Company”) and

___________________________________________________ (“Participant”) for the purpose of assigning ownership of copyrights and inventions resulting from project work in the course and providing for the confidentiality of certain information disclosed by the Company.

2.      Background

Participant is either a student or a Vanderbilt University faculty member involved in the Vanderbilt University School of Engineering “Senior Capstone Design Courses.”  As part of the aforementioned courses, Participant desires to work on a project consisting of one or more actual problems concerning design, manufacturing or other product development issues arising in connection with the business of Company (“Project”, as more fully described in Exhibit A, attached and made a part of this Agreement).  The time period of the Project (“Project Period”) is the length of the academic year in which the course is offered. 

3.      Invention Rights

All inventions, improvements, methods, devices, software, know-how, trade secrets, discoveries and/or other technology, whether patentable or copyrightable or not, which are conceived and/or reduced to practice by Participant individually or jointly with other project Participants as a result of the project shall be referred to as “Project Developments”.  All Project Developments shall belong exclusively to the Company.  Participant agrees to assign (and hereby assigns) to Company all his/her rights, title and interest in Project Developments.  Participant shall promptly and fully inform Company in writing of such Project Developments.  Participant agrees to execute all papers and perform all other acts reasonably necessary to assist Company to perfect Company’s rights in Project Developments, e.g., to review and sign patent applications and execute additional invention or patent assignment documents and to cooperate with copyright registrations and execute additional assignment documents for copyrightable Project Developments.

4.      Confidentiality Provisions

Company may disclose confidential and proprietary trade secret information to Participant.  The parties mutually agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (“Confidential Information”).

A.     Definition of Confidential Information (Written or Oral)

For purposes of this Agreement, “Confidential Information” shall include (i) all information or material that has been disclosed to Participant by Company during the Project Period and as identified as confidential by the Company and (ii) the Project Developments.  In the event that Confidential Information is in written form, Company shall label or stamp the materials with the word “Confidential” or some similar warning.  In the event that Confidential Material is transmitted orally, the Company shall promptly provide a writing indicating that such oral communication constituted Confidential Information.

B.     Exclusions from Confidential Information

Participant’s obligations under this Agreement shall not extend to information that is:  (a) publicly known at the time of disclosure under this Agreement or subsequently becomes publicly known through no fault of the Participant; (b) discovered or created by Participant prior to the time of disclosure by Company; or (c) otherwise learned by the Participant through legitimate means other than from the Company or anyone connected with the Company.

C.     Obligations of Participant

The Participant shall hold and maintain the Confidential Information of the Company in the strictest confidence for the sole and exclusive benefit of the Company.  The Participant shall carefully restrict access to such Confidential Information to persons bound by this Agreement.  The Participant shall not, without prior written approval of the Company, use for Participant’s own benefit, publish, copy, or otherwise disclose to others any of the Confidential Information.  The Participant shall return to Company any and all records, notes, and other written, printed, or tangible materials in his or her possession pertaining to the Confidential Information and provided by Company immediately on the written request of the Company.

5.      General Provisions

The term of this Agreement shall be from Effective Date specified to the end of Project Period with the exception that the confidentiality provisions in Section 4 of the Agreement shall survive the termination of any relationship between the Company and the Participant for a period of 3 years.  The parties do not intend that any agency or partnership relationship be created between them by this Agreement.  This Agreement may not be amended except in a writing signed by both parties.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of Tennessee.  This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings.  .

COMPANY                                                                            PARTICIPANT

______________________________________                    ______________________________________

Signature                                                                                  Signature

______________________________________                    ______________________________________

Name (print)                                                                             Name (print)

______________________________________                   ______________________________________

Title (print)                                                                                Position (print)

Date:__________________________________                    Date:__________________________________

Exhibit A