Exhibit 10.5


 


EMPLOYEE
INVENTION ASSIGNMENT, CONFIDENTIALITY, NON-COMPETE AND NON-SOLICIT AGREEMENT


 


THIS
EMPLOYEE INVENTION ASSIGNMENT, CONFIDENTIALITY, NON-COMPETE AND NON-SOLICIT AGREEMENT is entered into as of the 19th day of
May, 2017 between _______________________, and WORKHORSE GROUP INC., a Nevada corporation with a place of business at 100
Commerce Drive, Loveland, Ohio 45140 (the “Company”).


 


WHEREAS,
I have agreed to be an employee of the Company or one of its affiliated entities (collectively referred to herein as the “Company”).


 


IN
CONSIDERATION OF, and as a condition of my employment with the Company (the receipt and sufficiency of which I hereby acknowledge)
I hereby represent to, and agree with the Company as follows:


 


1.       Purpose
of Agreement. I understand that it is critical for the Company to preserve and protect its rights in “Inventions”
(as defined in Section 2 below), its “Confidential Information” (as defined in Section 7
below) and in all related intellectual property rights. Accordingly, I am entering into this Employee Invention Assignment and
Confidentiality Agreement (this “Agreement”) as a condition of my employment with the Company.


 


2.       Disclosure
of Inventions. I will promptly disclose in confidence to the Company all inventions, improvements, designs, original works
of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets
(the “Inventions”) that I make or conceive or first reduce to practice or create, either alone or jointly
with others, during the period of my employment, whether or not in the course of my employment, and whether or not such Inventions
are patentable, copyrightable or protectable as trade secrets.


 


3.       Work
for Hire. I acknowledge and agree that any copyrightable works prepared by me within the scope of my employment, including
for the avoidance of doubt any such works prepared prior to the date hereof are “works made for hire” under the Copyright
Law of the United States and that the Company will be considered the author and owner of such copyrightable works. 


 


4.       Assignment
of Inventions. I agree that all Inventions that (i) have been or are developed using equipment, supplies, facilities,
Confidential Information, or trade secrets of the Company, (ii) result from work performed by me for the Company, or (iii) relate
to the Company’s business or current or anticipated research and development (the “Assigned Inventions”),
will be the sole and exclusive property of the Company and are hereby irrevocably assigned by me to the Company. 


 


5.       Assignment
of Other Rights; Moral Rights. In addition to the foregoing assignment of Assigned Inventions to the Company, I hereby
irrevocably transfer and assign to the Company: (i) all worldwide patents, patent applications, copyrights, mask works, trade
secrets and other intellectual property rights, including but not limited to rights in databases, in any Assigned Inventions,
along with any registrations of or applications to register such rights; and (ii) any and all “Moral Rights”
(as defined below) that I may have in or with respect to any Assigned Inventions. I also hereby forever waive and agree never
to assert any and all Moral Rights I may have in or with respect to any Assigned Inventions, even after termination of my work
on behalf of the Company. “Moral Rights” mean any rights to claim authorship of or credit on an Assigned
Invention, to object to or prevent the modification or destruction of any Assigned Inventions, or to withdraw from circulation
or control the publication or distribution of any Assigned Inventions, and any similar right, existing under judicial or statutory
law of any country or subdivision thereof in the world, or under any treaty, regardless of whether or not such right is denominated
or generally referred to as a “moral right.” 


 






    


     


    

 


6.       Assistance.
I agree to assist the Company in every proper way, at the Company’s cost, to obtain for the Company and enforce patents,
copyrights, mask work rights, trade secret rights and other legal protections for the Company’s Assigned Inventions in any
and all countries. I will execute any documents that the Company may reasonably request for use in obtaining or enforcing such
patents, copyrights, mask work rights, trade secrets and other legal protections. My obligations under this paragraph will continue
beyond the termination of my employment with the Company, provided that the Company will compensate me at a reasonable rate after
such termination for time or expenses actually spent by me at the Company’s request on such assistance. I appoint the Secretary
of the Company as my attorney-in-fact to execute documents on my behalf for this purpose.


 


7.       Confidential
Information. I understand that my employment by the Company creates a relationship of confidence and trust with respect
to any information that may be disclosed to me by the Company and its officers, employees, shareholders or agents, whether orally,
in writing, by computer or other medium, by demonstration, by supply of samples and parts or in any other manner, or which is
otherwise accessible to me, that relates to the business of the Company or to the business of any parent, subsidiary, affiliate,
customer or supplier of the Company including all information received by the Company from third parties, which is subject to
an obligation of confidentiality (the “Confidential Information”). Such Confidential Information includes,
but is not limited to, Assigned Inventions, computer programming and software, Company products and services, systems, functionality,
designs, hardware, parts, concepts, specifications, features, techniques, plans, marketing, sales, performance, cost, pricing,
supplier and customer information, data, tables, schedules, contracts and other information concerning the Company and its customers.
I hereby acknowledge that all such Confidential Information belongs to the Company (or the respective customer, supplier or third
party, which supplied it to the Company.)


 


8.       Confidentiality.
At all times, both during my employment and after its termination (without limitation in point of time), I will keep and hold
all such Confidential Information in strict confidence and trust. I will not use or disclose any Confidential Information without
the prior written consent of the Company, except as may be necessary to perform my duties as an employee of the Company for the
benefit of the Company. Upon termination of my employment with the Company, I will promptly deliver to the Company all documents
and materials of any nature pertaining to my work with the Company. I will not take with me or retain any documents or materials
or copies thereof containing any Confidential Information. I agree that I shall at all times comply with the Company’s Information
Security Policy and Procedures from time to time in force. I acknowledge that breach of this policy or any other provision
of this Agreement may be grounds for immediate dismissal.


 


9.       No
Breach of Agreement or Infringement. I represent that my acceptance of the Company’s offer of employment, performance
of all the terms of this Agreement and my duties as an employee of the Company will not so far as I am aware breach any invention
assignment, proprietary information, confidentiality or similar agreement with any other party, nor infringe the rights of any
third party. I represent that I will not bring with me to the Company or use in the performance of my duties for the Company any
documents or materials or intangibles of a former employer or third party that are not generally available to the public or have
not been legally transferred to the Company. I acknowledge that the Company is relying upon my warranty, representation and acknowledgement
in this paragraph in offering me employment. 


 






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10.       Non-Complete.
I acknowledge that the Company and its affiliates have invested substantial time, money and resources in the development and
retention of their respective customers, accounts and Confidential Information. You acknowledge and agree that any and all "goodwill"
associated with any customer or account of the Company or any of its affiliates belongs exclusively to the Company and/or its
affiliates, as the case may be. I further acknowledge and agree that, during the course of performing services the Company will,
and its affiliates may, furnish, disclose or make available to you confidential and proprietary information related to the Company's
and its affiliates' business(es) and that the Company and/or one or more affiliates may provide you with unique and specialized
training. I also acknowledge that such confidential information and such training have been developed and will be developed by
the Company and/or one or more affiliates through the expenditure by the Company and/or one or more affiliates of substantial
time, effort and money and that all such confidential information and training could be used by you to compete with the Company
and/or one or more affiliates. In recognition of this, you covenant and agree as follows:


 


(a)       I
understand and acknowledge that the Company's and its affiliates' business interests are world-wide because the Company's and
its affiliates' products and/or services are sold in countries around the world and the Company's and its affiliates' competitors
similarly operate from and market their products and/or services in many locations around the world. As used in this Agreement
(i) the term "Company Business" means the business as described in the Company’s Form 10-K for the
year ended December 31, 2016 as conducted by the Company or any of its affiliates at any time anywhere in the world during your
employment by the Company and (ii) the term "Competitive Business" means any Company Business engaged in
by any third party anywhere in the world.


 


(b)       From
the date hereof until the date that is the second anniversary date of the termination of your employment with the Company (or
any Affiliate, as applicable and whichever is later) (the "Restricted Period"), I shall not, directly or indirectly,
without the prior written consent of the Company, individually or in partnership with, as part of a joint venture with, or otherwise
in conjunction in any other manner with any other entity:


 


(i)       be
engaged in any manner whatsoever, including, without limitation, as an employee, employer, owner, partner, consultant, adviser,
principal, agent, stockholder, member or proprietor, in any Competitive Business;


 


(ii)
       either individually or on behalf of or through any third party, solicit, divert or appropriate
or attempt to solicit, divert or appropriate, for the purpose of competing with any Company Business, any customers or patrons
of any Company Business, or any prospective customers or patrons with respect to which the Company or any Affiliate has developed
or made a sales presentation (or similar offering of services); or


 


(iii)       advise,
invest in, lend money to, guarantee the debts or obligations of, or otherwise have any other financial interest in any Competitive
Business. Notwithstanding the foregoing, I shall be permitted to make wholly passive investments in any publicly held Competitive
Business, provided that my direct and indirect ownership shall not exceed 1 % (by voting power) of the aggregate ownership
interests in the entity conducting such Competitive Business.


 






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11.       No
Solicitation. 


 


(a)       No
Solicitation of Employees. I acknowledge the importance to the business carried on by the Company and its affiliates
of the human resources engaged and developed by such entities. Accordingly, during the Restricted Period, I covenant and agree
that I shall not, directly or indirectly, induce or solicit or assist any third party in inducing or soliciting any employee or
consultant of the Company or any affiliate to leave the Company or any affiliate or to accept employment or engagement elsewhere.
The Company acknowledges that placing advertisements soliciting employees of the type then employed by the Company or its affiliates
in newspapers, Internet job sites and similar media generally accessible to the public shall not be deemed to be a breach of this
Section.


 


(b)       No
Solicitation of Clients and Suppliers. I acknowledge the importance to the business carried on by the Company and its
affiliates of the client and supplier relationships developed by it and them and the unique opportunity that your employment or
engagement and your access to the Confidential Information offers to interfere with these relationships. Accordingly, during the
Restricted Period, I covenant and agree that I shall not after the termination of your employment or engagement with the Company,
directly or indirectly, contact or solicit any person who I know to be a prospective, current or former client or supplier of
the Company or any affiliate for the purpose of selling to such client or buying from such supplier any Company Business products
or services.


 


12.       Notification.
I hereby authorize the Company to notify my actual or future employers of the terms of this Agreement and my responsibilities
hereunder.


 


13.       Injunctive
Relief. I understand that in the event of a breach or threatened breach of this Agreement by me the Company may suffer
irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement.


 


14.       Governing
Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio,
without giving effect to that body of laws pertaining to conflict of laws. I hereby submit to the jurisdiction of and consent
to suit in the courts, Federal and State located in the State of Ohio with respect to any matter or dispute arising out of this
Agreement.


 


15.       Severability.
If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal
or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties
hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder
of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable)
never been contained in this Agreement.


 


16.       Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed
an original, and all of which together shall constitute one and the same agreement.


 


17.       Entire
Agreement. This Agreement and the documents referred to herein constitute the entire agreement and understanding of the
parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral
or written, between or among the parties hereto with respect to the specific subject matter hereof.


 


18.       Amendment
and Waivers. This Agreement may be amended only by a written agreement executed by each of the parties hereto. No amendment
of or waiver of, or modification of any obligation under this Agreement will be enforceable unless set forth in a writing signed
by the party against which enforcement is sought. Any amendment effected in accordance with this section will be binding upon
all parties hereto and each of their respective successors and assigns. No delay or failure to require performance of any provision
of this Agreement shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Agreement
as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall
it constitute the waiver of any performance other than the actual performance specifically waived.


 






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19.       Successors
and Assigns; Assignment. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations
of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors,
administrators and legal representatives. The Company may assign any of its rights and obligations under this Agreement to any
entity which is my employer. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its
rights and obligations under this Agreement, except with the prior written consent of the Company.


 


20.       Further
Assurances. The parties agree to execute such further documents and instruments and to take such further actions as may
be reasonably necessary to carry out the purposes and intent of this Agreement.


 


SIGNED
THIS 19th DAY OF MAY 2017


 


 


 



Name:


 


 


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