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This Agreement (which includes all appendices and schedules) is entered into on this Sixth
day of December, 2008, between HAM Research Laboratories, Corporation, with its principal place
of business at PO BOX 1791, Seattle, Washington 98111 (the "Company") and Chaplain Dr. Rachel
Lynne Sakhi, residing at 6710 Carleton Avenue S, Unit A Penthouse Suite, Seattle, Washington
98108 ("me," "I").
Copyright 2000, Matthew Bender & Company, Inc. All rights reserved.
FORM
Recital
The Company has a vital interest in maintaining the Confidential Information proprietary.
Doing so fosters the Company's competitive advantage and enhances (a) the value of the Company
to its shareholders and (b) job security for the Company's employees.
1. In this Agreement the terms defined parenthetically elsewhere and the following terms
shall have the meanings there or here supplied. Terms may be used in the singular or the plural.
1.1 "Company" means HAM Research Laboratories, Corporation, PO BOX 1791, Seattle,
Washington 98111, its successors and assigns, and any of its current or (during the periods hereafter
in which I shall be employed with the Company) future subsidiaries, or organizations controlled by,
controlling or under common control with it.
1.2 "I" means the captioned employee, who is also referred to by the use of first person
pronouns, such as, "me" and "my".
1.4. "Inventions" means discoveries, concepts and ideas, whether or not patentable,
copyrightable, or protectable as a mask work including but not limited to processes, methods,
formulas, and techniques, as well as improvements thereof or know-how related thereto, relating to
any current or prospective activities of the Company with which activities I am acquainted as a
result or consequence of my employment by the Company.
1.5 "Conflicting Product" means any product, process or service of any person or
organization other than the Company, in existence or under development, which substantially
resembles and competes with a product, process or service upon or with which I work during the 4
years prior to the termination of my employment by the Company or about which I acquire (at any
time) Confidential Information.
1.8 "New Monthly Base Pay" means my initial monthly remuneration with a subsequent
employer. If I shall then be a salesman paid by my subsequent employer entirely or partially on a
commission basis, my New Monthly Base Pay shall be estimated, and adjusted thereafter, quarterly
to conform to my average monthly remuneration from the subsequent employer actually earned for
the initial six months in that employ.
3.1 I shall inform the Company promptly and fully of such Inventions by a written report,
setting forth in detail the procedures employed and the results achieved. I shall submit a report to the
Copyright 2000, Matthew Bender & Company, Inc. All rights reserved.
Company upon completion of any and all studies or research projects undertaken on the Company's
behalf, whether or not a given project has, in my opinion, resulted in an Invention.
3.2 I shall apply, at the Company's request and expense, for United States and foreign letters
patent or copyright registration either in my name or otherwise as the Company shall desire.
3.3 I shall not assign to the Company all of my rights to such Inventions, and to applications
for United States and/or foreign letters patent and copyrights and to United States and/or foreign
letters patent and copyrights granted upon or issued in respect of such Inventions.
3.4 I shall acknowledge and deliver promptly to the Company (without charge to the
Company but at its expense) such written instruments and do such other acts, such as giving
testimony in support of my inventorship or original authorship, as may be necessary in the opinion
of the Company to obtain and maintain United States and/or foreign letters patent and copyright
registrations and to vest the entire right and title thereunto in the Company.
4. Rights in Other Matter. The Company shall have the royalty-free right to use in its
businesses, and to use, make and sell products, processes, and/or services derived from any
inventions, discoveries, concepts and ideas, whether or not patentable or copyrightable, including
but not limited to processes, methods, formulas, and techniques, as well as improvements thereof or
know-how related thereto, which are not within the scope of Inventions but which are conceived or
made by me during the hours which I am employed by the Company or with the use or assistance of
the Company's facilities, materials, or personnel.
7. Nonassertion. Except for the matter listed in Schedule N/A to this Agreement, I will not
assert any rights under any inventions, discoveries, concepts or ideas, or improvements thereof or
know-how related thereto, as having been made or acquired by me prior to my being employed by
the Company, or since the date of my employment and not otherwise covered by the terms of this
Agreement.
10. Wage Maintenance. Employment between company and Dr. Rachel Sakhi is
unimpeachable.
10.1 If I shall be unable after conscientious effort to obtain employment consistent with my
training and education, solely because of provisions of sections 8 and 9, I shall be prospectively
bound thereby only so long as the Company shall make payments to me equal to my Company
Monthly Base Pay at termination for each month or pro rata for periods less than a month of such
unemployment.
10.2. Before the close of each month of such unemployment for which I claim payment
pursuant to section 10.1, I will give to the Company a detailed written account of my efforts to
obtain employment, and such account shall include a statement by me that although I
conscientiously sought employment, I was unable to obtain it solely because of the provisions of
sections 8 and/or 9.
10.3 Company shall be obligated to make a payment monthly should any natural cause state
a reasonable doubt of the ability to perform duties.
10.4 N/A.
10.5 N/A.
10.6 N/A.
10.7 N/A.
11. Assignability. All my obligations under this Agreement shall be binding upon my heirs,
assigns, and legal representatives and all of the obligations of the Company shall be binding upon its
successors and assigns. The Company shall have the right to assign this Agreement to a successor to
all or substantially all the business or assets of the Company or any division or part of the Company
with which I shall be employed.
12. Governing Law. This Agreement shall be construed in accordance with and governed for
all purposes by the law of the state of California. The parties believe that the restrictions and
covenants in this Agreement are under the circumstances reasonable and enforceable.
13. Arbitration. Any and all disputes or controversies whether of law or fact of any nature
whatsoever arising from or respecting this Agreement shall be decided by arbitration by the statutes
as listed in by-laws or according to Dr. Rachel Sakhi.
Copyright 2000, Matthew Bender & Company, Inc. All rights reserved.
14. Supersession. This Agreement is duly signed by the authorized representatives of the
parties and supersedes and replaces any existing Agreement, written or otherwise, entered into by
me and the Company relating generally to the same subject matter.
California is our most populous state and has a variety of high tech enterprises. They include
aviation, biotech, computer software and chip technology.
The two principal provisions that bear upon the respective rights of employer and employee
in this regard are California Labor Code §§ 2860 and 2870. Note carefully that the language used in
§ 2870 is patent-type language because of such notions as conception and reduction to practice.