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WORLD PATENT RIGHTS |
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For Researcher Who Works On World Patent Rights Invention
This agreement is between _____________________________, the Researcher and World Patent Rights. The essence of our agreement: WPR only provides the Researcher several related patent pending inventions and creative ideas, the Researcher takes it from there. The Researcher controls how they research the inventions. The group of related inventions have a total of 100,000 shares for the family of inventions. Shares are in the patent pending rights of the inventions. Details follow. Confidentiality: -Researcher cannot publicly disclose the patent pending inventions attached to this agreement, nor the invention improvements it generates and submits to WPR. However Researcher is free to disclose to the public any inventions they discovered and not are co-developed with WPR. -Researcher shall keep all non publicly disclosed business matters confidential including: Identities and locations of Partners in different countries, such as the names of the inventors other than Researcher; Locations outside Fairfield where WPR does business; The building operations at California Business Center. -WPR needs to keep competitors at bay on as many fronts as possible, by limiting information competitors may gain about different aspects of WPR’s business. Competitors can put the pieces together to conduct damage such as: better identifying the location and sourcing of invention development, and related matters. WPR has had an unpleasant history with competitors doing all they can to gain access into sensitive areas. Ethics:
-Researcher’s work experience, any criminal records are attached to this agreement. The Inventions: -Inventions defined: The inventions involve different aspects, which can create different products, or versions of the same general product. -The licensing applies to the invention’s "claims" (unique aspects of the invention). -The Researcher has the freedom to decide which variations of the inventions will receive most of their attention. -The description of the invention attached to this agreement is owned by the 800,000 shares. Any "claims" or inventions related to the enclosed inventions, and which the Researcher provides, and elects to seek patent rights for become part of the property rights owned by the 800,000 stock shares. -Any additional information possibly provided by WPR relating to the invention but not made part of this agreement is not part of the stock shares. WPR is working on other electronic inventions. General Financial Terms: -The Researcher is responsible for any and all expenses and liabilities they elect to incur. WPR is only responsible for those expenses it incurs. Royalty: -Stock holders receive royalty payments prorated according to their share of ownership of the 800,000 shares. For example annual royalties of one million dollars a year, equates to each stock holder getting $10 per year for each stock they have options on, or own. There will be a deduction made for any costs including: legal, accounting, overhead, etc. All stock holders receive annual confidential financial reports. -Royalties shall be paid quarterly to all stock holders. Should annual royalties be less than US$500,000 in any calendar year, then royalty payments are to be paid once annually. Classes of Stock Shares: -Class 1 Stock For Developer - 20%: The Licensee has options on 160,000 shares from the date this contract is signed. Licensee may assign a portion of these shares to venture capitalists or Licensee’s Partners who help develop the inventions. These shares have voting rights. -Class 2 Stock For Assignment By Developer - 5%: An additional 80,000 shares are set aside for raising future venture capital, and or for assigning shares to Licensee’s Partners who help develop the invention. Licensee controls who gets these additional shares along with what conditions may apply. No voting rights. -Class 3 Stock For Assignment By Licensor - 5%: 40,000 shares are set aside for Partners not otherwise covered within this stock share allocation. WPR assigns the shares to any parties it selects without restriction as to whom the stocks are assigned. No voting rights. -Class 4 Stock For Venture Capitalists - 35%: Another 240,000 shares are set aside for raising venture capital. However, these shares can be purchased at any time by Licensor for $2 per share. Licensee has the right to demand that Licensor buy the shares at anytime after giving 90 days notice, starting from after 180 days from signing this contract. Licensee shall put the funds to purchase the stocks into escrow 30 days after they opted to purchase them. If Licensor does not exercise the purchase of these shares at $50/share, then Licensee has the right to request that these shares be offered to venture capitalists whereby both Licensee and Licensor must mutually agree who will receive these shares and under what circumstances. All monies to purchase these shares are to be invested in the invention’s development. Voting rights are available at the discretion of the Developer. In other words Developer can elect to be the only party with voting rights. -Class 5 Stock For Licensor - 35%: 280,000 shares are set aside for Licensor. Licensor may assign a portion of these shares to Venture Capitalists if Licensee also assigns a portion of their Class 1 stocks to Venture Capitalists. Though assign ability of Licensee’s shares is not confidential, it is suggested Licensee not actively broach the subject to Venture Capitalists. No voting rights. Details on Shares: -Selling Shares: Shares assigned to the Researcher can only be sold after the invention has generated minimum profits of one million US dollars. No more than 25% of any Researcher’s stocks can be sold in any 30 day period; this restriction is lifted upon reselling the shares to parties not closely affiliated with the seller. -Shares to the Researcher are without voting rights, and are of class 4 stocks as described. -Shares are another term for stake in the inventions. Shares represents the portion of profits earned from the inventions. -Terms Defined: "Stocks" are based on a share of future prospective profits from world-wide sales, plus patent and possible voting rights. -WPR owns a zero percentage of any company Researcher owns or may form pertaining to the inventions. California Business Center at 1652 West Texas St, Fairfield, California: -Any Researcher’s use of the executive suite office space or office services is a separate arrangement from this agreement.
Disclaimers, Responsibility Non Liability: -The Researcher and WPR don’t hold each other liable for each other’s actions within the frame work of California law, nor the invention’s success. -WPR is not liable for advice given in the most recent edition of the book "Patent It Yourself" by Pressman from Nolo Press, and which was ignored by the Researcher. To order call: 510 549-1976. -Researcher’s sole role within this contract is providing ideas. Any suggestions provided by WPR, and or its affiliates are strictly ideas that the Researcher must explore for viability before adoption. The goal is to brainstorm for ideas on inventions, product design, finance, patent ability, marketability, risks, creative business strategies, trends and generalizations purposely simplified, parties to contact, and effective business procedures, etc. -WPR does not endorse any third party that might be referred to Researcher. It is Researcher’s responsibility to conduct all full background checks. -Steven C. Kays is the only party authorized to represent WPR, and is not personally responsible for WPR. -WPR’s maximum responsibility for any loses incurred by WPR, under circumstances not covered in this agreement, and caused by WPR’s lawful conduct is the cash price paid for the stocks at the time this contract was signed, or $200, whichever is greater. Friendly Notes Of Caution: -We want the Researcher to succeed, but not squash their ambition with extensive warnings. -The inventions are patent pending, and may not be patent able or viable products. The Researcher and WPR understand that any new business venture may have high risks including this endeavor. -Before communicating with anyone about an invention, make certain to have the desired level of patent rights protection. Patent pending inventions may or may not result in a patent. Be careful even if many parties in the market place give much value to patent pending rights, with the hope that it will become a viable patent. Arbitration: -Should there be a disagreement, both sides shall try to rectify the situation. The next resort shall be non binding arbitration shall first be handled through the American Arbitration Association in San Francisco. All legal costs shall be borne by the loosing party. Should any part of this agreement become null and void, the remaining valid portions of the contract shall continue in full force. Time is of the essence in this agreement. The world-wide patent pending rights of the enclosed inventions are licensed in exchange for one dollar. Kindly attach a copy of your resume covering your work experience along with a list of references. Please remember to initial each page of this contract and your resume. We look forward to hopefully developing a profitable and friendly business relationship. Researcher’s Full Name: _________________________________________ Company Name: ___________________________________________________ Street Address: _________________________________________________________________ Tel - Day: (___) _____________. Tel Evening: (___) _____________ E-Mail:_____________________________ Fax: (____) ________________ Researcher’s Signature:__________________________________________ Date: __________ World Patent Right’s Representative's Signature: ________________ Date: __________ Representative: Steven Kays Street Address: California Business Center, 1652 West Texas Street, Fairfield, California 94533 U.S.A. Tel: 707 435-0500 Fax: 707 434-8400
Only For Researchers: Stock Shares: General Information: Number of Initial Shares: The Researcher normally receives 40 stock shares for each invention they work on. Review Of Researcher’s Work: -Reviews For Increase In Shares: Researchers doing excellent work can easily receive higher numbers of shares starting with their second invention. Thereafter Researchers receive reviews and likely increases in number of shares in future invention projects four times annually on: March 31, June 30, Sept 30, Dec 31. The shares are transferred upon submission of the Researcher’s discoveries. -Reviews are sent via postal mail with signed agreements designating the number of shares Partner will be receiving on each invention they complete within the previous quarter. -No party shall construe that our review of the Researcher’s work is valid, or to be relied upon in any manner. Inventions Started & Completed In Different Quarters: -Inventions that take longer to complete than agreed to in contract, regardless of the cause, and which fall on a quarter following the quarter in which the invention was provided to the Researcher shall earn the share rate allocated for the quarter in which the invention was given to the Researcher. However invention completed in a following quarter on time earn the rate of that quarter. -Stock shares cannot be dropped in subsequent quarters. Except there may be exceptions when certain inventions are beyond their initial stage of development and only smaller stock shares can be offered; the contractual arrangement shall clearly specify what such an invention may earn in stock shares before the Researcher begins working on the invention. -Increases in shares are only for future inventions, and are not retroactive for previously completed inventions. Keeping Things Simple: -Stock shares can be a complex business. It is our hope to keep things simple. However please read the details on stock shares carefully, and limit communication on stock shares to writing as most parties may not be qualified to give verbal explanations as to the nature of stocks. -An extensive amount of time and money was spent to set up the boiler plate stock sharing plan. We humbly state that our only parties able to discuss stock matters cost $80 to $300 or more per hour. It is best for you to have your licensed financial adviser interpret the stock share plan. Realize that stock share plans are regulated by the government, and one can’t legally just do as they wish in this regard. Simply stated all Partners receive equal financial share of profit from each individual stock they own. (C) World Patent Rights 2001 |