EXHIBIT 10.45 EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT

EXHIBIT 10.45

EMPLOYEE PROPRIETARY INFORMATION

AND

INVENTIONS ASSIGNMENT AGREEMENT

The undersigned (the “Employee”), is an employee of SpineMedica Corp., a corporation under the laws of the State of Florida, USA (the “Company”), and in partial consideration of and as a condition of Employee’s employment or continued employment by the Company, and effective as of the date hereof, Employee hereby agrees as follows:

1. DEFINITIONS. Unless otherwise expressly provided herein or unless the context otherwise requires, the following terms shall be defined as follows:

1.1. “Confidential Information” means all information related to any aspect of the business of the Company which is either information not known by actual or potential competitors of the Company or is proprietary information or trade secrets of the Company. Confidential Information includes, without limitation, inventions, ideas, designs, computer programs, algorithms, trade secrets, developmental or experimental works, processes, techniques, improvements, know-how, data, technical and financial information, business plans and strategies, and potential customer lists. Confidential Information also includes the proprietary information of potential customers, vendors, consultants, and other parties with whom the Company does business. Confidential Information does not include information that (a) at the time of its disclosure, is published or generally known to the public or (b) following its disclosure, is published or becomes generally known to the public through no fault of Employee.

1.2. “Excluded Invention” means any Invention listed on Exhibit “A” of this Agreement that existed prior to Employee’s employment by the Company and would be a Subject Invention if such Invention was or is made during Employee’s employment by the Company.

1.3. “Invention” means any idea, discovery, whether or not patentable, including, but not limited to, any useful process, method, formula, technique, machine, manufacture, composition of matter, algorithm or computer program, as well as improvements thereto, which is new or which Employee has a reasonable basis to believe may be new.

1.4. “Subject Invention” means any Invention which is conceived by Employee alone or in a joint effort with others and which indirectly or directly results from Employee’s employment by the Company.

1.5. “Subject Work” means any Work created by Employee as part of or resulting from Employee’s employment by the Company.

1.6. “Work” means a copyrightable work of authorship, including without limitation, any technical description for products, user’s guides, illustrations, advertising materials, computer programs (including the contents of read only memories) and any contribution to such material.

2. CONFIDENTIALITY OBLIGATION; TRADE SECRETS. Commencing on the date hereof and continuing until the third anniversary of the last day Employee’s employment with the Company, Employee shall hold all Confidential Information in confidence and shall not disclose, use, copy, publish, summarize or remove from the premises of the Company, any Confidential Information, except (a) as necessary for Employee’s provision of employment services, (b) following the termination or expiration

1

of the Employee’s employment, only as specifically authorized in writing by the Company or (c) as otherwise required pursuant to valid judicial order, provided Employee shall provide prior written notice of such order to the Company. Notwithstanding anything herein to the contrary, Employee’s obligations regarding the Company’s trade secrets shall survive the termination of the Employee’s employment for any reason and shall continue thereafter for the maximum period of time permitted under applicable law.

3. COMPANY PROPERTY. All papers, records, data, notes, drawings, files, documents, and other materials, including all copies of such materials, relating to the Employment services or the business of the Company that Employee possesses or creates as a result of or during Employee’s employment by the Company, whether or not confidential, are the sole and exclusive property of the Company. In the event of the termination for any reason of Employee’s employment with the Company, Employee will promptly deliver all such materials to the Company. In addition, Employee will not bring onto the Company’s premises any unpublished document or other property belonging to any of Employee’s former or existing employers without the prior written consent of such employers and the Company.

4. INVENTIONS. Employee agrees that all Subject Inventions conceived or first reduced to practice by Employee as part of or related to Employee’s employment by the Company, and all patent rights and copyrights in and to such Subject Inventions will become the property of the Company. Employee hereby irrevocably assigns and agrees to assign to the Company or Company’s designee, without further consideration, all of Employee’s entire right, title, and interest in and to all Subject Inventions, other than the Excluded Inventions, including, without limitation, all rights to obtain, register, perfect, and enforce patents, copyrights, and other intellectual property protection for the Subject Inventions.

5. COPYRIGHTS. Employee agrees to assign and hereby does assign to the Company all right, title and interest in and to all copyrights that Employee may have in and to such Subject Works. To the fullest extent possible, the Subject Works shall be deemed a “work made for hire” for the purposes of U.S. Copyright Act, 17 U.S.C. § 101 et seq., as amended. In addition, to the extent that Employee has any right of attribution and/or integrity in or to any specific portion of the Subject Works under the laws of the United States of America (including but not limited to 17 USC 106A) or any foreign country, Employee hereby waives (a) any right to prevent the distortion, mutilation, modification or destruction of the original art and (b) any right to require that Employee’s name be used in association with that specific portion of the Subject Works or with any work based thereon. The waiver specified by this Section 5 shall be for the benefit of the Company and shall survive the expiration or termination for any reason of the Employee’s employment by the Company.

6. LICENSE. To the extent that the Company’s use or exploitation of the Subject Inventions or Subject Works made or contributed by Employee hereunder may require a license from Employee under any other proprietary rights held by Employee, Employee hereby grants the Company a fully-paid, royalty-free, non-exclusive, perpetual, worldwide license, with unlimited right to sublicense, to make, use, sell, copy, modify, prepare derivative works of, publish, distribute, perform, display and otherwise exploit such Subject Inventions or Subject Works. The Company may transfer or assign such rights only as part of a transfer or assignment by the Company of its rights generally in the Subject Inventions or Subject Works.

7. INVENTION DISCLOSURE. Employee will disclose promptly and in writing to the Company, all Inventions and Works which Employee has conceived, made, will make or have reduced or will reduce to practice as part of or related to Employee’s employment by the Company and Employee

2

will make such disclosures in a form that will allow the Company to determine if any such Inventions or Works are Subject Inventions or Subject Works as applicable. Employee hereby represents to the Company that, except in relation to the Excluded Inventions, Employee owns no Inventions, patent registrations or applications, or copyright registrations or applications, individually or jointly with others.