EMPLOYEE INVENTION AGREEMENTInvention Assignment Agreement |
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EXHIBIT
10.25
EMPLOYEE INVENTION AGREEMENT
This EMPLOYEE INVENTION AGREEMENT (this Agreement), dated April 29, 2005 is made between
HazTrain, Inc., a Maryland corporation having a principal place of business at 10485 Theodore
Greene Blvd., White Plains, MD 20695 (hereinafter Company) and Timothy J. Czysz, residing at
14707 Banks ODee Road, Newburg, MD 20664 (hereinafter Employee).
A. The Company has offered Employee employment as an at-will employee of Employer to perform
certain job functions as described in the employees offer letter and/ or as given to Employee from
time to time by Employees supervisor.
B. During the course of Employees employment with the Company, the Employee may be involved in
research, development, design and manufacture of various products, works, processes, and the like,
and as a result of such employment, Employee may make discoveries, conceptions, designs,
innovations, improvements, or inventions (hereinafter referred to as Inventions), whether
patentable or unpatentable, and/or create copyrightable subject matter (hereinafter referred to as
Copyrightable Works) and, in fact, is likely to do so.
C. One purpose of Employees employment by the Company is that Employee shall, if possible, make
Inventions and/or create Copyrightable Works, and in furtherance of that purpose and other purposes
of Employees employment, the Company may make available to Employee confidential technical and
business information, including trade secrets, on which Companys business depends.
NOW, THEREFORE, in consideration of Employees employment and continued employment by Company,
the Employee covenants and agrees with the Employer as follows:
1. During or subsequent to the period of Employees employment with the Company, the Employee
will promptly and fully disclose to the Company all Inventions conceived or reduced to practice by
the Employee, alone or jointly with others, during the period of the Employees employment with the
Company, and all Copyrightable Works created by the Employee, alone or jointly with others, during
such period. The Employee shall also promptly provide the Company with all records or documents
pertaining to any such Inventions and/or Copyrightable Works. Except as provided in Section 2, the
Employee will and hereby does assign to the Company all of the Employees right, title and interest
in such Inventions, and in any patents or patent applications directed to such Inventions, and the
Employee hereby acknowledges that such Copyrightable Works are works made for hire under the
copyright laws, and if for any reason such Copyrightable Works are adjudged not works made for
hire, the Employee will and hereby does assign to the Company all of the Employees right, title
and interest in such Copyrightable Works and in all copyrights therein. During or subsequent to
the period of the Employees employment with the Company, the Employee will assist the Company and
the Companys attorneys, without further compensation but at no expense to the Employee, to file
and obtain patents in the Untied States and in foreign countries on any such Inventions and file
for registration of copyrights to any such Copyrightable Works, including executing necessary
documents and assignments. The Employee shall further render assistance to the Company and the
Companys attorneys in any administrative proceeding (including, without limitation, proceedings
with respect to patent and copyright applications and interferences) and in any judicial proceeding
pertaining to the Inventions and/or Copyrightable Works referred to herein.
Timothy J. Czysz
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Employee Initials: ___ | |
HazTrain, Inc. |
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Employee Invention Agreement |
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2. The Employees obligations under Section 1 hereof does not obligate the Employee to assign
to the Company any Invention or Copyrightable Work that, in the reasonable judgment of the Company,
does not relate to the business, research, development, design or manufacturing or
non-manufacturing efforts in which the Company is engaged during the period of the Employees
employment, or reasonably expects to be engaged.
3. All proprietary, confidential and other sensitive information of the Company and its
affiliates that the Employee becomes aware of or has access to during the term of the Employees
employment with the Company shall be governed by the terms of the Employee Non-Disclosure and
Proprietary Information Agreement executed and delivered by the Employee to the Company.
4. If the Employee breaches any of the covenants contained in this Agreement, it is
specifically understood and agreed that the Company would suffer irreparable injury and shall for
that reason be entitled, in addition to any other remedies which it may have, to equitable relief
by way of injunction or otherwise.
5. The Employees obligations hereunder may not be changed or modified, released, discharged,
waived, abandoned, or terminated, in whole or in part, except by an instrument in writing signed by
an authorized officer of the Company.






