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Assignment of Pre-Employment Works

THIS ASSIGNMENT made as of between , of (the “Company”) and

, of ( the “Assignor”).

WHEREAS the Assignor and the Company have entered into or are about to enter into an
employment relationship for their mutual benefit;

AND WHEREAS as a condition of entering into and/or continuing such employment

relationship, the Company has required that the Assignor enter into this Agreement;

NOW THEREFORE IN CONSIDERATION OF the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

1. The Assignor hereby grants, transfers, conveys, and assigns to the Company, its successors
and assigns, all rights to, interests in, and titles to all work and materials relating to State
work whose title is to be transferred (ie. the Assignor’s software known as "The Y2K Bug
Doctor"), including any patents, copyrights, trade secrets, trademarks, licenses, logos, and
all List other items (ie.source codes and documentation) associated therewith (collectively
the “Works”).

2. The Assignor hereby represents that he has not granted any licenses to use any of the
Works to any persons, corporations, firms, or entities other than . Such licenses are
hereby transferred and assigned to the Company, its successors and assigns, and form part
the Works.

3. The exclusive transfers, conveyances, and assignments referred to in Paragraphs 1 and 2b)
shall include (but not be limited to):

(a) the rights to sell, reproduce, modify, create derivative works, publish, or make
other use of the Works (and any subsequent additions, revisions, or modifications
thereto) throughout the world, in any form, medium, or language;

(b) the rights to license or otherwise transfer to others any rights related to the Works
mentioned herein; and

(c) the rights to file copyright and patent applications in the United States and
throughout the world in the name of the Company, its successors and assigns.

4. Upon the request of the Company, its successor or assigns, the Assignor hereby agrees to
assist the Company, its successor and assigns, at the Company’s expense,

(a) to obtain for the Company, patents for the Works in any and all jurisdictions; and
(b) in any controversy or legal proceeding relating to the Works,
improvements, or discoveries, or to the patents resulting therefrom.

5. The Assignor, represents that he has no agreement with or obligation to others in conflict
with his obligations under this Agreement.

6. The Assignor acknowledges that all restrictions in this Agreement are reasonable in the
circumstances and hereby waives all defenses to the enforcement thereof by the Company.
In the event that any provisions of this Agreement shall be deemed void or invalid by a
court of competent jurisdiction, the remaining provisions shall be and remain in full force
and effect and the Assignor hereby confers upon such court the power to replace such
void or invalid provisions with such other enforceable and valid provisions as shall be as
near as may be to the original in form and effect.

7. The Assignor acknowledges that breach by him of the terms and conditions of this
Agreement may cause irreparable harm to the Company which may not be compensable by
monetary damages. Accordingly, the Assignor acknowledges that a breach by him of the
terms and conditions of this Agreement shall be sufficient grounds for the granting of an
injunction at the suit of the Company by a court of competent jurisdiction.

8. This Agreement shall be governed by and construed in accordance with the laws of the
State of State of Employer (ie. Washington).

9. This Agreement is the entire agreement between the Assignor and the Company relating to
the subject matter hereof and stands in the place of any previous agreement, whether oral
or in writing. The Assignor agrees that no amendment to this Agreement shall be binding
upon the parties unless it is in writing and executed by both parties.

10. This Agreement will enure to the benefit of the successors and assigns of the Company.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above

Name of Employer


Witness Name of Employee