Unassociated Document


     

    
      CONFIDENTIAL
        INFORMATION AND

      INVENTION
        ASSIGNMENT AGREEMENT

      


      


      This
        CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT (the “Agreement”) is
        made between Composite Technology Corporation, a Nevada corporation (the
        “Company”) and John P. Mitola.

      


      In
        consideration of my appointment as a director with the Company (which for
        purposes of this Agreement shall be deemed to include any subsidiaries or
        Affiliates of the Company and for purposes of this Agreement, “Affiliates” shall
        mean any person or entity that directly or indirectly controls, is controlled
        by
        or is under common control with the Company), the receipt of confidential
        information while associated with the Company, and other good and valuable
        consideration, I, the undersigned individual, agree that:

      


      1. Term
        of Agreement.
        This
        Agreement shall continue in full force and effect for the duration of my
        membership as a director of the Company (the “Effective Period”). 

      


      2. Confidentiality.

      


      (a) Existence
        of Confidential Information.
        The
        Company is in the legal possession of and/or owns and will develop and/or
        acquire Proprietary Information, as defined below, which have value to its
        business. This Confidential Information includes not only information disclosed
        by the Company to me, but also information developed or learned by me during
        the
        course of my tenure as a Director with the Company.

      


      (b) Definitions.
        “Proprietary Information” is all information in whatever form, tangible or
        intangible, pertaining in any manner to the business of the Company, or any
        of
        its Affiliates, or its employees, customers, consultants or business associates.
        All Proprietary Information not generally known outside of the Company’s
        organization, and all Proprietary Information so known only through improper
        means, shall be deemed “Confidential Information.” By example and without
        limiting the foregoing definition, Proprietary and Confidential Information
        shall include, but not be limited to:

      


      (i) Formulas,
        research and development techniques, processes, trade secrets, computer
        programs, software, electronic codes, mask works, inventions, innovations,
        patents, patent applications, discoveries, improvements, data, know-how,
        formats, test results and research projects; 

      


      (ii) information
        about costs, profits, markets, sales, contracts and lists of customers and
        distributors;

      


      (iii) business,
        marketing and strategic plans; 

      


      (iv) forecasts,
        unpublished financial information, budgets, projections and customer identities,
        characteristics and agreements; and

      


      (v) employee
        personnel files and compensation information.

      


      Confidential
        Information is to be broadly defined, and includes all information that has
        or
        could have commercial value or other utility in the business in which the
        Company is engaged or contemplates engaging, and all information of which
        the
        unauthorized disclosure could be detrimental to the interests of the Company,
        whether or not such information is identified as Confidential Information
        by the
        Company.

      


      (c) Protection
        of Confidential Information.
        I will
        not, directly or indirectly, use, make available, sell, disclose or otherwise
        communicate to any third party, other than in my assigned duties and for
        the
        benefit of the Company, any of the Company’s Confidential Information, either
        during or after my tenure as a Director with the Company. 

      


      
        
          
          

        

        
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      (d) Delivery
        of Confidential Information.
        Upon
        request or when my directorship with the Company terminates, I will immediately
        deliver to the Company all copies of any and all materials and writings received
        from, created for or belonging to the Company including, but not limited
        to,
        those which relate to or contain Confidential Information.

      


      (e) Location
        and Reproduction.
        I shall
        maintain at my work station and/or any other place under my control only
        such
        Confidential Information as I have a current “need to know.” I shall return to
        the appropriate person or location or otherwise properly dispose of Confidential
        Information once that need to know no longer exists. I shall not make copies
        of
        or otherwise reproduce Confidential Information unless there is a legitimate
        business need of the Company for reproduction. 

      


      (f) Prior
        Actions and Knowledge.
        I
        represent and warrant that from the time of my first contact with the Company
        I
        held in strict confidence all Confidential Information and have not disclosed
        any Confidential Information, directly or indirectly, to anyone outside the
        Company, or used, copied, published or summarized any Confidential Information,
        except to the extent otherwise permitted in this Agreement.

      


      (g) Third-Party
        Information.
        I
        acknowledge that the Company has received and in the future will receive
        from
        third parties the third party’s confidential information subject to a duty on
        the Company’s part to maintain the confidentiality of such information, and to
        use it only for certain limited purposes. I agree during the Effective Period
        and thereafter, I will hold all such confidential information in the strictest
        confidence and not disclose or use it, except as necessary to perform my
        obligations hereunder, and as is consistent with the Company’s agreement with
        such third parties.

      


      (h) Third
        Parties.
        I
        represent appointment and position as a Director with the Company does not
        and
        will not breach any agreements with or duties to any employer, former employer
        or any other third party. I will not disclose to the Company or use on its
        behalf any confidential information belonging to others and I will not bring
        onto the premises of the Company any confidential information belonging to
        any
        such party unless consented to in writing by such party.

      


      3. Proprietary
        Rights, Inventions and New Ideas.

      


      (a) Definition.
        The
        term “Subject Ideas” or “Inventions” includes any and all ideas, processes,
        trademarks, service marks, inventions, designs, technologies, computer hardware
        or software, original works of authorship, formulas, discoveries, patents,
        copyrights, copyrightable works, products, marketing and business ideas,
        and all
        improvements, know-how, data, rights and claims related to the foregoing,
        whether or not patentable, which are conceived, developed or created in whole
        or
        in part by me during the period I hold a Directorship with the Company and
        which: (i) relate to the Company’s current or contemplated business or
        activities; (ii) relate to the Company’s actual or demonstrably anticipated
        research or development; (iii) result from any work performed by me for the
        Company; (iv) involve the use of the Company’s equipment, supplies, facilities
        or trade secrets; (v) result from or are suggested by any work done by the
        Company or at the Company’s request, or any projects specifically assigned to
        me; or (vi) result from my access to any of the Company’s memoranda, notes,
        records, drawings, sketches, models, maps, customer lists, research results,
        data, formulae, specifications, inventions, processes, equipment or other
        materials (collectively, “Company Materials”).

      


      (b) Company
        Ownership.
        I
        hereby assign all right, title and interest in and to all of my Subject Ideas
        and Inventions, including but not limited to all registrable and patent rights
        which may subsist therein, to the Company. All Subject Ideas and Inventions
        shall be considered works made for hire. I shall take all actions deemed
        necessary by the Company to protect the Company’s rights therein. 

      


      (c) California
        Labor Code.
        Section
        3(b) of this Agreement shall not apply if and to the extent California Labor
        Code Section 2870 lawfully prohibits the assignment of rights in such
        intellectual property. I acknowledge I understand the limits placed on this
        definition by California Labor Code Section 2870, if applicable to me, which
        provides:

      


      
        
          
          

        

        
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      “(1)
        Any
        provision in an employment agreement which provides that an employee shall
        assign, or offer to assign, any of his or her rights in an invention to his
        or
        her employer shall not apply to an invention that the employee developed
        entirely on his or her own time without using the employer’s equipment,
        supplies, facilities or trade secret information except for those inventions
        that either:

      


      a. Relate
        at
        the time of conception or reduction to practice of the invention to the
        employer’s business, or actual or demonstrably anticipated research or
        development of the employer; or

      


      b. Result
        from any work performed by the employee for the employer.

      


      2)
        To the
        extent a provision in an employment agreement purports to require an employee
        to
        assign an invention otherwise excluded from being required to be assigned
        under
        subdivision (a), the provision is against the public policy of this state
        and is
        unenforceable.”

      


      (d) I
        understand I bear the full burden of proving to the Company an Invention
        qualifies fully under Section 2870. I agree to disclose promptly to the Company
        in writing full details of any and all Subject Ideas and
        Inventions.

      


      (e) Maintenance
        of Records.
        I agree
        to keep and maintain adequate and current written records of all Subject
        Ideas
        and Inventions and their development made by me (solely or jointly with others)
        during the term of appointment as a Director of the Company. These records
        will
        be in the form of notes, sketches, drawings and any other format that may
        be
        specified by the Company. These records will be available to and remain the
        sole
        property of the Company at all times.

      


      (f) Access.
        Because
        of the difficulty of establishing when any Subject Ideas or Inventions are
        first
        conceived by me, or whether they result from my access to Confidential
        Information or Company Materials, I agree that any Subject Idea and Invention
        shall, among other circumstances, be deemed to have resulted from my access
        to
        Company Materials if: (i) it grew out of or resulted from my work with the
        Company or is related to the business of the Company, and (ii) it is made,
        used, sold, exploited or reduced to practice, or an application for patent,
        trademark, copyright or other proprietary protection is filed thereon, by
        me or
        with my significant aid, within one (1) year after termination of the Effective
        Period.

      


      (g) Assistance.
        I
        further agree to assist the Company in every proper way (but at the Company’s
        expense) to obtain and from time to time enforce patents, copyrights or other
        rights or registrations on said Subject Ideas and Inventions in any and all
        countries, and to that end will execute all documents necessary:

      


      (i) to
        apply
        for, obtain and vest in the name of the Company alone (unless the Company
        otherwise directs) letters patent, copyrights or other analogous protection
        in
        any country throughout the world and when so obtained or vested to renew
        and
        restore the same; and

      


      (ii) to
        defend
        any opposition proceedings in respect of such applications and any opposition
        proceedings or petitions or applications for revocation of such letters patent,
        copyright or other analogous protection; and

      


      
        
          
          

        

        
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      (iii) to
        cooperate with the Company (but at the Company’s expense) in any enforcement or
        infringement proceeding on such letters patent, copyright or other analogous
        protection.

      


      (h) Authorization
        to Company.
        In the
        event the Company is unable, after reasonable effort, to secure my signature
        on
        any patent, copyright or other analogous protection relating to a Subject
        Idea
        and Invention, whether because of my physical or mental incapacity or for
        any
        other reason whatsoever, I hereby irrevocably designate and appoint the Company
        and its duly authorized officers and agents as my agent and attorney-in-fact,
        to
        act for and on my behalf and stead to execute and file any such application,
        applications or other documents and to do all other lawfully permitted acts
        to
        further the prosecution, issuance and enforcement of letters patent, copyright
        or other analogous rights or protections thereon with the same legal force
        and
        effect as if executed by me. My obligation to assist the Company in obtaining
        and enforcing patents and copyrights for Subject Ideas and Inventions in
        any and
        all countries shall continue beyond the termination of my relationship with
        the
        Company, but the Company shall compensate me at a reasonable rate after such
        termination for time actually spent by me at the Company’s request on such
        assistance.

      


      (i) Exhibit.
        I
        acknowledge that there are no currently existing ideas, processes, inventions,
        discoveries, marketing or business ideas or improvements which I desire to
        exclude from the operation of this Agreement except for the list set forth
        on
        Exhibit A, Prior Knowledge and Inventions, to this Agreement. To the best
        of my
        knowledge, there is no other contract to assign inventions, trademarks,
        copyrights, ideas, processes, discoveries or other intellectual property
        that is
        now in existence between me and any other person (including any business
        or
        governmental entity).

      


      (j) No
        Use
        of Name.
        I shall
        not at any time use the Company’s name or any of the Company trademark(s) or
        trade name(s) in any advertising or publicity without the prior written consent
        of the Company.

      


      4. Prohibited
        Activity.
        To
        prevent the above-described disclosure, misappropriation and breach, I agree
        that during the Effective Period and for a period of one (1) year after
        termination of the Effective Period, without the Company’s express written
        consent, I shall not, directly or indirectly, (i) employ, solicit for employment
        or recommend for employment by any party other than the Company, any person
        employed by the Company (or any Affiliate) as an employee or a consultant;
        and
        (ii) call on, solicit or take away, or attempt to call on, solicit or take
        away,
        any of the Company’s customers or potential customers on whom I called or with
        whom I became acquainted during my Effective Period for any business purpose
        that may compete with the Company.

      


      5. Representations
        and Warranties.
        I
        represent and warrant (i) I have no obligations, legal or otherwise,
        inconsistent with the terms of this Agreement or with my undertaking a
        relationship with the Company; (ii) the performance of the services called
        for
        by this Agreement do not and will not violate any applicable law, rule or
        regulation or any proprietary or other right of any third party; (iii) I
        will
        not use in the performance of my responsibilities for the Company any materials
        or documents of any employer or former employer; and (iv) I have not entered
        into or will enter into any agreement (whether oral or written) in conflict
        with
        this Agreement.

      


      6. Termination
        Obligations.

      


      (a) Upon
        the
        termination of my relationship with the Company or promptly upon the Company’s
        request, I shall surrender to the Company all equipment, tangible Proprietary
        Information, documents, books, notebooks, records, reports, notes, memoranda,
        drawings, sketches, models, maps, contracts, lists, computer disks (and other
        computer-generated files and data), any other data and records of any kind,
        and
        copies thereof (collectively, “Company Records”), created on any medium and
        furnished to, obtained by or prepared by myself in the course of or incident
        to
        my term as a Director, that are in my possession or under my
        control.

      


      
        
          
          

        

        
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      (b) My
        representations, warranties and obligations contained in this Agreement shall
        survive the termination of the Effective Period.

      


      (c) Following
        any termination of the Effective Period, I will fully cooperate with the
        Company
        in all matters relating to my continuing obligations under this
        Agreement.

      


      (d) In
        the
        event that I leave the position as a Director of the Company I hereby grant
        consent to notification by the Company to any new employer about my rights
        and
        obligations under this Agreement.

      


      7. Injunctive
        Relief.
        I
        acknowledge my failure to carry out any obligation under this Agreement,
        or a
        breach by me of any provision herein, will constitute immediate and irreparable
        damage to the Company, which cannot be fully and adequately compensated in
        money
        damages and which will warrant preliminary and other injunctive relief, an
        order
        for specific performance and other equitable relief. I further agree no bond
        or
        other security shall be required in obtaining such equitable relief and I
        hereby
        consent to the issuance of such injunction and to the ordering of specific
        performance. I also understand other action may be taken and remedies enforced
        against me.

      


      8. Modification.
        No
        modification of this Agreement shall be valid unless made in writing and
        signed
        by both parties.

      


      9. Binding
        Effect.
        This
        Agreement shall be binding upon me, my heirs, executors, assigns and
        administrators and is for the benefit of the Company and its successors and
        assigns.

      


      10. Governing
        Law.
        Any
        action or proceeding seeking to enforce any provision of, or based on any
        right
        arising out of, this Agreement may be brought against any of the Parties
        only in
        the courts of Orange County, in the State of California, or, if it has or
        can
        acquire jurisdiction, in the appropriate United States District Court for
        the
        Southern District of California, and each of the Parties consents to such
        venue
        and to the jurisdiction of such courts (and of the appropriate appellate
        courts)
        in any such action or proceeding and waives any objection to venue laid therein.
        Process in any action or proceeding referred to in the preceding sentence
        may be
        served on any Party anywhere in the world.

      


      11. Integration.
        This
        Agreement sets forth the parties’ mutual rights and obligations with respect to
        proprietary information, prohibited competition after the Effective Period
        and
        intellectual property. It is intended to be the final, complete and exclusive
        statement of the terms of the parties’ agreements regarding these subjects. This
        Agreement supersedes all other prior and contemporaneous agreements and
        statements on these subjects, and it may not be contradicted by evidence
        of any
        prior or contemporaneous statements or agreements. To the extent that the
        practices, policies or procedures of the Company, now or in the future, apply
        to
        myself and are inconsistent with the terms of this Agreement, the provisions
        of
        this Agreement shall control unless changed in writing by the
        Company.

      


      12. Employment
        at Will.
        This
        Agreement is not an employment agreement. I understand that the Company may
        terminate my Directorship or association with it at any time, with or without
        cause, subject to the terms of any separate written agreement approved by
        the
        Board of Directors and executed by a duly authorized officer of the
        Company.

      


      13. Construction.
        This
        Agreement shall be construed as a whole, according to its fair meaning, and
        not
        in favor of or against any party. By way of example and not limitation, this
        Agreement shall not be construed against the party responsible for any language
        in this Agreement. The headings of the paragraphs hereof are inserted for
        convenience only, and do not constitute part of and shall not be used to
        interpret this Agreement.

      


      14. Attorneys’
        Fees.
        Should
        either I or the Company, or any heir, personal representative, successor
        or
        permitted assign of either party, resort to legal proceedings to enforce
        this
        Agreement, the prevailing party (as defined in California statutory law)
        in such
        legal proceeding shall be awarded, in addition to such other relief as may
        be
        granted, attorneys’ fees and costs incurred in connection with such
        proceeding.

      


      
        
          
          

        

        
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      15. Severability.
        If any
        term, provision, covenant or condition of this Agreement, or the application
        thereof to any person, place or circumstance, shall be held to be invalid,
        unenforceable or void, the remainder of this Agreement and such term, provision,
        covenant or condition as applied to other persons, places and circumstances
        shall remain in full force and effect.

      


      16. Rights
        Cumulative.
        The
        rights and remedies provided by this Agreement are cumulative, and the exercise
        of any right or remedy by either the Company or me (or by that party’s
        successor), whether pursuant hereto, to any other agreement, or to law, shall
        not preclude or waive that party’s right to exercise any or all other rights and
        remedies. This Agreement will inure to the benefit of the Company and its
        successors and assigns.

      


      17. Nonwaiver.
        The
        failure of either the Company or me, whether purposeful or otherwise, to
        exercise in any instance any right, power or privilege under this Agreement
        or
        under law shall not constitute a waiver of any other right, power or privilege,
        nor of the same right, power or privilege in any other instance. Any waiver
        by
        the Company or by me must be in writing and signed by either myself, if I
        am
        seeking to waive any of my rights under this Agreement, or by an officer
        of the
        Company (other than me) or some other person duly authorized by the
        Company.

      


      18. Notices.
        Any
        notice, request, consent or approval required or permitted to be given under
        this Agreement or pursuant to law shall be sufficient if it is in writing,
        and
        if and when it is hand delivered or sent by regular mail, with postage prepaid,
        to my residence (as noted in the Company’s records), or to the Company’s
        principal office, as the case may be.

      


      19. Date
        of Effectiveness.
        This
        Agreement shall be deemed effective as of the date of my nomination to the
        Board
        of Directors of the Company.

      


      20. Agreement
        to Perform Necessary Acts.
        I agree
        to perform any further acts and execute and deliver any documents that may
        be
        reasonably necessary to carry out the provisions of this Agreement.

      


      21. Assignment.
        This
        Agreement may not be assigned without the Company’s prior written
        consent.

      


      22. Compliance
        with Law.
        I agree
        to abide by all federal, state and local laws, ordinances and regulations.
        

      


      23. Survival.
        Section
        2 (b), (c) (d), Section 3 (g), (h) (j), and Sections 4, 7, 10, 14 and 20
        shall
        survive the expiration or termination of this Agreement. 

      


      24. Acknowledgment.
        I
        acknowledge that I have had the opportunity to consult legal counsel in regard
        to this Agreement, that I have read and understand this Agreement, that I
        am
        fully aware of its legal effect, and that I have entered into it freely and
        voluntarily and based on my own judgment and not on any representations or
        promises other than those contained in this Agreement.


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
        set
        forth below.

      


      Dated:
        October 31, 2007

      


      


      John
        P. Mitola

      


      _________________


      John
        P.
        Mitola

      Chicago,
        IL 60631

      


      


      Composite
        Technology Corporation

      a
        Nevada
        corporation

      


      


      By:
        ______________________________

      


      Name:______Benton
        H Wilcoxon_______ 

      


      Title:_______CEO__________________ 

      



      
        
          
          

        

        
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      EXHIBIT
        A

      


      PRIOR
        KNOWLEDGE AND INVENTIONS

      


      
        	
                1.

              	
                Except as set forth below, I acknowledge that
                  certain
                  inventions which I may conceive or first actually reduce to practice
                  after
                  I am appointed a Director of the Company shall be the sole property
                  of the
                  Company. The following are those inventions that I own at this
                  time (if
                  none, so state):

              
	 	 
	 	 
	 	 
	
                2.

              	
                Except
                  as set forth below, I acknowledge that I have no other current
                  or prior
                  agreements, relationships or commitments that conflict with my
                  relationship with the Company under my Confidential Information
                  and
                  Invention Assignment Agreement (if none, so state): 

              
	 	 
	 	 
	 	 
	
                3.

              	
                I
                  acknowledge and agree that I will not use any proprietary information
                  or
                  trade secrets belonging to other persons or entities, including
                  former
                  employers, in my work for the Company. I further certify that I
                  returned
                  all property and confidential information belonging to all prior
                  employers.

              


      

       

      


      
        	Dated: _______November 1,
                1007	__________________________
	 	
                John P. Mitola

                Chicago,
                  IL 60631

              


      

      


      
        
          
          

        

        
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