Brook Lang Employment Agreement



                                     

 




4957 Lakemont Blvd SE

C-4 Suite #239

Bellevue, WA 98006




P · 425·747·5500

m · 425·829·0920

f · 425·747·5501







EXECUTIVE
- CONTRACT EMPLOYEE AND OR EMPLOYMENT “ENGAGEMENT AGREEMENT”




This
CONSULTING, ADVISOR, EXECUTIVE CONTRACT EMPLOYEE AND OR EMPLOYMENT AGREEMENT,
dated as of this 16th day of June, 2009, is between Montavo, Inc., a
Delaware corporation (the “Company”) and Brook W. Lang (the “Executive”).

AGREEMENTS

1.

Employment

The
Company will employ / retain services of the Executive (as a contract employee
(possibly retained services through another entity at the sole direction of the
executive) or employee at the sole decision of the Executive – with all the
preceding items listed below applying to the Executive as a contract employee or
employee and Chairman of the Board) and Executive will accept the position by
the Company as Chief Executive Officer (CEO) (& possibly President) and
Chairman of the Board of Directors of Montavo, Inc. a Delaware Corporation.
Executive shall perform the duties assigned from time to time by the Board of
Directors of the Company, which relate to the business of the Company, its
subsidiaries, or any business ventures in which the Company, its subsidiaries or
its parent corporation may participate. Executive shall only and always report
only to the Board of Directors of Montavo or CEO & or Board of Directors of
some future parent company.  Executive shall execute the Company’s form of
Nondisclosure, Invention Assignment, Noncompetition and Nonsolicitation
Agreement in the form attached hereto as Exhibit A, which is part of this
Agreement.




2.

Term

The
start date of employment will be as of the date above and this agreement will
supersede all other previous employment and or contract employee agreements
between the Executive and Montavo, Inc.  This Agreement shall continue
until terminated in accordance with the provisions hereof.  

3.

Compensation

During
the term of this Agreement, the Company shall pay or cause to be paid to
Executive, and Executive shall accept in exchange for the services rendered
hereunder by him, the following compensation:

3.1

Base
Salary

The
Executive will invoice as a contract employee and or be paid as an employee the
base compensation for a time deemed appropriate by the Executive at never less
than the 





Page 1
of 16

Montavo
Confidential






                                     

 




Executive’s
regular compensation of the following, in part, an annual base salary (the “Base
Salary”) of one hundred ninety six thousand dollars USD ($196,000.00) before all
customary payroll deductions (if invoicing as a contract employee where the
company does not pay employee costs the invoice will add 10%) and shall under no
circumstances be reduced below this amount. The Base Salary shall be paid to
Executive in substantially equal installments weekly or bi-monthly or once
monthly at the Executives discretion. At the end of each year of employment (or
sooner if determined by the Board), Executive’s Base Salary shall be reviewed by
the Company Board of Directors (“Board”) and increased (but not decreased) as
determined by the Board in its sole discretion.  Executive also has the
right at his sole discretion to lower any compensation payments, or defer any
compensation payments to subsequent calendar dates or years and or possibly in
some type of escrow account and or into some type of company stock.
 Subject to the foregoing, such base salary shall never be less than those
awarded to any other of the Company’s senior executives.

3.2

Incentive
Bonus

In
addition to Executive’s base salary as defined above in section 3.1, Executive
is to have a bonus and said bonus may be received monthly or quarterly or
bi-annual (at the Executive’s discretion) cash bonuses, profit sharing, stock
options, and/or incentive compensation as determined by the Board of Directors
in its sole discretion.  Subject to the foregoing, such cash bonus shall
never be less than those awarded to any other of the Company’s senior executives
or minimum 50% of the Executives base salary.  Under this Agreement the
terms and amount of the Executives cash bonus and other bonuses and incentives
is to be determined by the Board of Directors or a Compensation Committee of the
Board, if one has been appointed. The Board must approve a bonus payment amount
of such annual cash performance bonus starting with the calendar year 2009 that
shall not under any circumstances be less than 50% of Employee’s then current
base salary for the applicable fiscal year. Such performance bonus shall be
based upon performance objectives to be mutually determined by the Board of
Directors and Executive. Executive also has the right at his sole discretion to
lower and or defer any compensation payments to subsequent calendar dates or
years and or possibly in some type of escrow account and or into some type of
company stock.

3.3

Stock
Options

3.3.1

Grants

Executive
shall be eligible to participate in the stock option plans of the Company at the
discretion of the Board. Subject to the foregoing in this section, such stock
options shall never be less than those awarded to any other of the Company’s
senior executives.  The separate from this agreement stock option grant
dated 06/15/2009 is not tied to any performance objectives.  The stock
option grant with this agreement is of a minimum of 1,500,000 shares per year
starting with calendar year 2009 (to be renegotiated after the fifth year for
year 2014) and during a three year period from the 12/31/2009 signing date of
this agreement, options of the Executive shall be increase to stay at the same
percentage ownership of the company fully-diluted in shares or options shares of
the 





Page 2
of 16

Montavo
Confidential






                                     

 




executive’s
current options of 1.5m from the 6/15/2009 plus the first three years of option
shares under this agreement (adjusted for any reveres splits) (share splits are
also applied to said options here but then not used in calculating the same
percentage ownership) and based on a 60m fully diluted company shares.
 Said option shares as of calendar year 2009 on this agreement shall be
approved based 50% on service engagement (vesting monthly) with the company, and
50% on performance goals if said goals are mutually agreed to in writing by both
the board and the Executive (vesting Qtr or bi-annually at the executives
choosing) and if said goals are not mutually agreed to in writing then the
options shares shall be approved and vest 100% on service engagement as outlined
in this section.




3.3.2

Acceleration
of Vesting

In
the event of (a) Executive’s termination by the Corporation without Cause (as
defined below); (b) Executive’s resignation from the Company for Good Reason (as
defined below); or (c) a Change of Control (as defined below), all options
granted to Executive prior to and during the term of this Agreement, including
any extensions or renewals or renegotiations hereof, which are not then vested
shall vest and be fully exercisable and at $0.00 cost to the executive.




For
purposes of this Agreement, “Change of Control” means, and shall be
deemed to occur upon the happening of, any one of the following:

(a)

The
acquisition, directly or indirectly, by any person or entity of beneficial
ownership of twenty percent (20%) or more of the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors, which acquisition is not approved in advance or
ratified by a majority of the Directors of the Company immediately preceding
such acquisition; provided, however, that the following
acquisitions shall not constitute a Change in Control: (x) any acquisition by
the Company, (y) any acquisition by any executive benefit plan (or related
trust) sponsored or maintained by the Company or any company controlled by the
Company, or (z) any acquisition by any company pursuant to a
reorganization, merger or consolidation, if, following such reorganization,
merger or consolidation, the conditions described in clause (c) below are
satisfied;

(b)

The
approval by the shareholders of the company of a merger, consolidation,
reorganization or liquidation of the Company (each, a “Business Combination”)
unless, following such Business Combination, all or substantially all the
individuals and entities who were the beneficial owners of the outstanding
voting securities of the Company immediately prior to such Business Combination
beneficially own, directly or indirectly, more than fifty percent (50%) of the
then-outstanding voting securities entitled to vote generally in the election of
directors of the corporation resulting from such Business Combination
(including, without limitation, a corporation that as a result of such
transaction, 





Page 3
of 16

Montavo
Confidential






                                     

 




owns
the Company or all or substantially all the Company’s assets either directly or
through one or more Subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the outstanding
voting securities; or

(c)

Approval
by the shareholders of the Company of a liquidation or dissolution of the
Company.

Notwithstanding
the foregoing, the Company and Executive agree that a public or private offering
by the Company shall not constitute a Change in Control.

4.

Benefits




4.1

Automobile/Expense Reimbursement 




Executive shall be eligible to participate in an
Automobile/Expense Reimbursement plan.  A reasonable plan will be
structured for at a minimum the Executive.  Such plan shall be consistent
with those generally awarded to the Company’s senior executives if they also
have or are on said reimbursement plan.  The plan will provide Executive
with the use of a vehicle chosen by the executive, and at the Executive’s
choice, possibly leased or expensed by the executive or another company of the
executives choosing back to the company, and shall pay or reimburse Executive
for all maintenance, insurance, fuel/power and other expenses relating to the
use of such automobile.




4.2

Participation in Other Benefit Plans

Executive
shall also be eligible to participate in any pension, profit sharing,
retirement, health and or other club membership, group life, life (and at the
option of the Executive privately obtained and expensed back to the company –
not to exceed $750 a month), accidental death, short and or long-term disability
and similar insurance, plans and or programs maintained or provided by the
Company for its Senior Executive / Executive Officers generally (“Executive
Group Benefits”) (Medical, Dental, and Vision insurance / benefits shall be
fully paid by the company for the Executive, any spouse or domestic partner of 1
month or more, and any dependent children at minimum as a Executive benefit).
The expense of all such plans shall, to the extent permitted by such plans, be
borne by the Company. Without limiting the foregoing, to the extent such plans
permit coverage of Executive’s spouse or domestic partner of 1 month or more,
and dependent children, such coverage shall be provided at the expense of the
Company to the extent permitted by such plans.  The Executive may at his
choice, choose a health and or benefits plan of his choosing for himself and or
his spouse or domestic partner of 1 month or more, and dependent children, and
have that reimbursed or expensed to the company.




4.3

Vacation, Sabbatical, and Sick Leave

Executive
shall be entitled to four weeks of paid vacation and ten (10) days of paid sick
leave per calendar year (prorated if this agreement begins and/or ends in the
middle of a calendar year).  As of the beginning of 2009 the Executive has
carried over 12 weeks of 





Page 4
of 16

Montavo
Confidential






                                     

 




vacation
time.  Each five years of service to the Company (which started in Jan.
2005) the Executive will be eligible for an 8 week Sabbatical.  Vacation
and or Sabbatical not used in any calendar year may be carried over into the
next calendar year. At Executive’s option, he may be paid at the completion of
each calendar year, or anytime after that year, for any accrued but unused
vacation and or Sabbatical time in lieu of taking his vacation at the current
base salary rate.  Upon termination of employment for any reason Executive
shall be paid for any available but unused vacation.  Sick leave may be
accumulated up to a maximum of 270 days.  Unused sick leave is not paid
upon termination of employment or expiration of this Agreement.

4.4

Office
and Support

Executive
shall be entitled to his own private office, selection of executive assistant,
and such other amenities at a minimum equal level as provided to the Company’s
other senior executives.

4.5

Expenses

The
Company will reimburse Executive for reasonable business expenses incurred by
Executive in the furtherance of or in connection with the performance of
Executive’s duties hereunder, in accordance with the Company’s expense
reimbursement policy as in effect from time to time.

5.

Payments
and Benefits upon Termination




Executive
shall be entitled to the following payments and benefits following the
termination of Executive’s employment / contract employment by Executive for
Good Reason (as defined below) or by the Company for any reason other than
Cause, Death or Disability (“Termination”). 

5.1

Termination
Payment  

In
recognition of past services to the Company by Executive, the Company shall make
payments in wire transfer to the Executive as severance pay equal to two (2)
years of Executive’s annual Base Salary, and all other bonuses and compensation
in effect immediately prior to the date of Executive’s Termination (this
termination payment shall not consider any reduced Executive compensation
referenced in section 3.1,  but be based on the total Executive regular
compensation and bonuses in section 3.1 and 3.2 when determining the Termination
payment). The payment due under this Section shall be paid in a lump sum wire
transfer to the executive at the same time of such termination and shall be
considered a creditor in 1st position liability as an employee or
Contractor or Debt position in first position over all other liabilities to the
Company in order for termination to occur.

5.2

Accrued
Benefits  





Page 5
of 16

Montavo
Confidential






                                     

 




The
Company shall pay to Executive the amount of any compensation deferred by
Executive and any accrued vacation and or sabbatical pay for the periods of
service prior to the date of Termination.  Such amounts shall be paid in a
lump sum. 

5.3

Death
of Executive

In
the event of Executive’s death subsequent to Termination and prior to receiving
all benefits and payments provided for by this Section 5, such benefits
shall be paid 33.33% to any spouse of his first, if any, and or secondly all, if
he does not have a spouse at the date of his death, or 66.66% if he does have a
spouse at the date of his death equally divided among any of his living
children, or otherwise to the personal representative of his estate, unless
Executive has otherwise directed the Company in writing prior to his death.
 Additionally, Employee’s beneficiary (or such other person(s)
specified by will or the laws of descent and distribution) will receive (i)
continuing payments of severance pay (less applicable withholding taxes) at a
rate equal to Employee’s base salary for a period of ninety (90) days from
Employee’s death, to be paid periodically in accordance with the Company’s
normal payroll policies, (ii) Company-paid COBRA benefits for one hundred and
eighty (180) days from Employee’s death, and (iii) have the right to exercise
Employee’s stock options which are vested as of the date of Employee’s death for
one (1) year following Employee’s death.

5.4

Exclusive
Source of Severance Pay  

Benefits
provided hereunder shall replace the amount of any severance payments to which
Executive would otherwise be entitled under any severance plan or policy
generally available to executives of the Company.

5.5

Non-segregation
 

No
assets of the Company need be segregated or earmarked to represent the liability
for benefits payable hereunder.  The rights of any Person to receive
benefits hereunder shall be only those of a general unsecured creditor but in
first position.

5.6

Withholding
 

All
payments under this Section 5 are subject to applicable federal and state
payroll withholding or other applicable taxes.

5.7

“Cause”
and “Good Reason” Definitions

For
purposes of this Agreement, “Cause” means (a) willful failure or refusal to
carry out the lawful duties of Executive described in Section 1 or any direction
of the Board, which direction is reasonably consistent with the duties herein
set forth to be performed by Executive, and which failure continues for thirty
(30) days after written notice thereof is delivered to Executive by the Board;
(b) willful violation and criminal conviction by Executive of a state or federal
criminal law involving the commission of a crime against the Company; (c)
willful material deception, fraud, misrepresentation or dishonesty by 





Page 6
of 16

Montavo
Confidential






                                     

 




Executive
with respect to the business of the Company;  (d) continued material
violations by Executive of Executives obligations to the Company after Executive
has been given adequate written notice of such noncompliance and Executive has
had a minimum of sixty (60) days to cure such noncompliance..

For
purposes of this Agreement, “Good Reason” shall mean, without Executive’s
express written consent: (a) the assignment to Executive of duties, or
limitation of Executive’s responsibilities, inconsistent with Executive’s title,
position, duties, responsibilities and status with the Company; (b)  the
relocation of the principal place of Executive’s employment to a location that
is more than ten (10) miles from the Company’s place of business on the date
hereof; or (c) the breach of any material provision of this Agreement by the
Company, including, without limitation, failure by the Company to pay or a
reduction of Executive’s Base Salary.

6.

Arbitration

Any
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration in Seattle, Washington, in accordance with
the Rules of the American Arbitration Association then in effect.  Judgment
may be entered on the arbitrator’s award in the jurisdiction of the Company’s
corporate headquarters.

7.

Conflict
in Benefits




This
Agreement is not intended to and shall not adversely affect, limit or terminate
any other agreement or arrangement (not including superseding any previous
contract employment / employee agreement) between Executive and the Company
presently in effect or hereafter entered into, including any benefit plan under
which Executive is entitled to benefits.

8.

Termination

Employment
of Executive pursuant to this Agreement may be terminated as follows:

8.1

By
the Company




The
Company may terminate the employment of Executive with or without Cause upon giving written notice of termination
(“Notice of Termination”), which notice shall be effective immediately if
termination is for Cause and sixty (60) days later if termination is not for
Cause. This Agreement shall terminate upon the effective date specified in such
Notice of Termination.  Payments due to Executive pursuant to Section 5.1,
if any, shall commence simultaneously with the Notice of Termination or such
notice is invalid and non-executable.  If notice is released in anyway and
or delivered without such payments due wired to executive simultaneously then
the amount due to executive shall be three times the original amount due.
 Additionally, the same level of health (i.e., medical, vision and dental)
coverage and any and all other benefits as in effect for the Executive on the
day immediately preceding the Termination Date; provided, however, that
(A) the Employee constitutes a qualified beneficiary, as defined in Section
4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee
elects continuation 





Page 7
of 16

Montavo
Confidential






                                     

 




coverage
pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (“COBRA”), within the time period prescribed pursuant to COBRA. The
Company shall continue to provide Employee with Company-paid health and other
executive benefit coverage until the earlier of (y) the date Employee is no
longer eligible to receive continuation coverage pursuant to COBRA, or (z)
eighteen (18) months from the Termination Date.

8.2

By
Executive




Executive
may terminate this Agreement upon not less than fifteen (15) days prior written
notice in the form of a Notice of Termination, and this Agreement shall
terminate upon the effective date specified in such Notice of Termination from
executive. Payments due to Executive pursuant to Section 5.1, if any (i.e. good
reason), shall commence on the date of the Notice of Termination with the
executives sole authority to direct and execute such payment and or wire payment
to executive.

8.3

Automatic
Termination




This
Agreement and Executive’s employment hereunder shall terminate automatically
upon Executive’s death or Executive’s inability, for any reason, to perform his
duties with the Company for (12) consecutive months (“Disability”).

8.4

Effect
of Termination




Notwithstanding
any termination or expiration of this Agreement, the Company shall remain liable
for any rights or payments arising prior to such event to which Executive is
entitled under this Agreement.

9.

Miscellaneous

9.1

Amendment

This
Agreement may not be amended except by written agreement between Executive and
the Company.

9.2

No
Mitigation

All
payments and benefits to which Executive is entitled under this Agreement shall
be made and provided without offset, deduction or mitigation on account of
income Executive could or may receive from other employment or otherwise.

9.3

Legal
Expenses

In connection with any litigation, arbitration or
similar proceeding, whether or not instituted by the Company or Executive, with
respect to the interpretation or enforcement of any provision of this Agreement,
the substantially prevailing party shall be entitled to 





Page 8
of 16

Montavo
Confidential






                                     

 




recover
from the other party all costs and expenses, including reasonable attorneys’
fees and disbursements, in connection with such litigation, arbitration or
similar proceeding.







9.4

Notices

Any
notices required under the terms of this Agreement shall be effective when
mailed, postage prepaid, by certified mail and addressed to, in the case of the
Company:




Montavo,
Inc.

4957
Lakemont Blvd. SE

C-4
Suite # 239

Bellevue,
WA 98006

Telephone:
(425) 747-5500

Fax:
(425) 747-5501





and
to, in the case of Executive:

Brook
W. Lang

4804
194th Avenue SE

Issaquah,
WA 98027

Telephone:
(206) 972-2457

And
also sent to Brook@BrookLang.com

Either
party may designate a different address by giving written notice of change of
address in the manner provided above.

(Rest
of this page left blank)





Page 9
of 16

Montavo
Confidential






                                     

 




9.5

Waiver;
Cure

No
waiver or modification in whole or in part of this Agreement, or any term or
condition hereof, shall be effective against any party unless in writing and
duly signed by the party sought to be bound.  Any waiver of any breach of
any provision hereof or any right or power by any party on one occasion shall
not be construed as a waiver of, or a bar to, the exercise of such right or
power on any other occasion or as a waiver of any subsequent breach. 

9.6

Binding
Effect; Successors

This
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the Company and Executive and their respective heirs, legal representatives,
successors and assigns.  

9.7

Severability

Any
provision of this Agreement which is held to be unenforceable or invalid in any
respect in any jurisdiction shall be ineffective in such jurisdiction to the
extent that it is unenforceable or invalid without affecting the remaining
provisions hereof, which shall continue in full force and effect.  The
enforceability or invalidity of a provision of this Agreement in one
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

9.8

Participation
in Funding / Financing

Subsequent
funding / financing, consistent with those generally awarded to the Company’s
senior executives, could allow for the Executive to participate in selling of
the Executive’s shares and or option shares in said funding and or capital round
/ raise.  The Executive’s stock shares, options, warrants that would be
sold will be converted in some manner to be determined at the time preceding the
funding / financing into the type of shares or cash that are being sold in the
round one to one.  In a merger or purchase by another company all
applicable shares allowed by law could be sold by the Executive.

9.9

Directors
and Officers Insurance

The
company or at the Executive’s choosing (if the Executive is listed as an officer
of the company and or parent company if the Company is owned by a parent
company), will be put in place as soon as possible or by the Executive at his
option put in place a Directors and Officers insurance policy to remain in force
during the Executive Employment for past, present, and future at the Executives
option and selected by the executive to cover Business Risk associated with the
Executive’s position.  This will also have an amount held in an account to
cover a payment to be paid immediate prior to any financial problems with the
business for a tail on the policy of up to eight years chosen by the
Executive.








Page
10 of 16

Montavo
Confidential






                                     

 




9.10

Governing
Law

This
Agreement shall be governed by and construed in accordance with the laws of the
state of Washington applicable to contracts made and to be performed there.




The
Company and Executive have executed this Agreement as above written.  If
any provision of this Agreement is void or is so declared, such provision shall
be severed from this Agreement, which shall otherwise remain in full force and
effect.




AGREEMENT DATED
this 16th day of July, 2009. 




Montavo,
Inc.






By:

Brook
Lang

CEO

Montavo, Inc.

Signed
12/31/2009








Brook Lang

Chairman of the
Board

Montavo, Inc.

Signed 12/31/2009







EXECUTIVE





Brook Lang

Executive

Signed 12/31/2009


























Page
11 of 16

Montavo
Confidential






                                     

 




Exhibit
A

Form
of Nondisclosure, Invention Assignment, Noncompetition and Nonsolicitation
Agreement




Montavo,
INC.




NONDISCLOSURE, INVENTION ASSIGNMENT,

NONCOMPETITION AND NONSOLICITATION AGREEMENT







This
Employee Nondisclosure, Invention Assignment, Noncompetition and Nonsolicitation
Agreement (“Agreement”) is by and between the individual referenced on the
signature page hereof (“Employee”) and Montavo, Inc., a Washington corporation
(the “Company”).




For
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties agree:




1.


Confidentiality.
 Employee recognizes that during the course of employment with the
Company, employee will have access to certain Confidential Information (as
defined below) relating to the business of the Company.  Employee agrees
that all Confidential Information shall remain the exclusive property of the
Company. 




At
all times during or following Employee’s employment with the Company, Employee
agrees not to disclose to anyone outside the Company, nor to use for any purpose
other than Employee’s work for the Company, (i) any Confidential Information or
(ii) any information the Company has received from others which Employee knows
the Company is obligated to treat as confidential or proprietary.




2.

Definition
of Confidential Information.  “Confidential Information” means any
information or material in which the Company has rights, whether or not owned or
developed by the Company, which is not generally known other than by the
Company, and which Employee may obtain knowledge of through or as a result of
the employment relationship established with the Company.




Without
limiting the foregoing, Confidential Information means: (a) any and all
information in which the Company has rights relating to any invention, design
and development, or business strategic plans, and or any other proprietary
information of the Company; and (b) any and all business plans, marketing
techniques and plans, financial materials, cost data, customer lists, vendor
lists, pricing policies and other proprietary business information of the
Company.  Confidential Information also includes any non-public information
obtained in the course of employment with the Company.




Confidential
Information will not include information that (i) Employee lawfully obtains
 from any third party who has lawfully obtained such information; or (ii)
is generally available to the public or is later published or generally
disclosed to the public by the Company.




3.

Inventions,
Copyrights and Patents.  The Company owns all Inventions and Works (as
defined below) Employee makes, conceives, develops, discovers, reduces to
practice or fixes in a tangible medium of expression, alone or with others,
either (a) during the term of Employee’s employment by the Company (including
past employment, and whether or not during working hours), or 




Page
12 of 16

Montavo
Confidential






                                     

 




(b) within one
month after Employee’s employment ends if the Invention or Work is derived from
or relates to any work Employee performed for the Company or involves the use or
assistance of the Company’s facilities, materials, personnel or Confidential
Information.  The Company also owns all Inventions and Works that Employee
brings to the Company that are used in the course of the Company’s business or
that are incorporated into any Inventions or Works that belong to the
Company.




Employee
will promptly disclose to the Company, hold in trust for the Company’s sole
benefit, and assign to the Company and hereby assigns exclusively to the Company
all Employee’s right, title, and interest in and to any and all Inventions
related to the Company.  Employee hereby waives any and all claims of any
nature whatsoever that employee now or hereafter may have for infringement of
any patent resulting from any patent applications for any Inventions.
 Employee agrees that all Works shall be considered “works made for hire”
so that the Company will be considered the author of the Works under the federal
copyright laws.  At the Company’s direction and expense Employee will
execute all documents and take all actions necessary or convenient for the
Company to give effect to the assignment to, and vesting of ownership in, the
Company of all Inventions and Works.  The Company shall have full control
over all applications for patents or other legal protection of Inventions and
Works.




“Inventions”
means discoveries, developments, concepts, ideas, improvements to existing
technology, processes, procedures, machines, products, compositions of matter,
formulae, algorithms, software, computer programs and techniques, and all other
matters ordinarily intended by the word “invention,” whether or not patentable
or copyrightable, including all copyrights (including renewal rights), patent
rights and trade secret rights, vested and contingent.  “Inventions” also
includes all records and expressions of those matters.  “Works” means
original works of authorship, including interim work product, modifications and
derivative works, and all similar matter, whether or not copyrightable.




Except
as expressly provided herein, “Inventions” or “Works” shall not include
inventions or works for which no equipment, supplies, facilities or trade secret
information of the Company was used and which were developed entirely on
Employee’s own time, unless (a) the invention or work relates directly to the
Company’s actual or demonstrably anticipated business, or (b) the invention or
work derives from or relates to any work Employee performed for the Company. The
Company agrees that the concepts listed in Schedule A attached hereto shall
not be considered “Inventions” or Works.”




4.

Reverse
Engineering.  Employee agrees that Employee will not engage, nor cause
any other person, firm, corporation or other entity to engage, in the
reproduction of Confidential Information, Inventions or Works through the
techniques of “reverse engineering” as described in Title 17, United States
Code, Section 906, as such statute may be amended from time to time.




5.

Return
of Materials.  At the time Employee leaves the employ of the Company,
or sooner at the request of the Company, Employee shall return all papers,
drawings, notes, memoranda, manuals, specifications, designs, devices,
documents, diskettes, tapes, data media, electronic information storage,
prototypes and products, and any other material on any media containing or
disclosing any Confidential Information.  Employee shall also return any
keys, pass cards, identification cards, or other property belonging to the
Company.




6.

Other
Employment While Employed by the Company.  While employed by the
Company, Employee shall not do work that competes with or relates to any of the
Company’s products 




Page
13 of 16

Montavo
Confidential






                                     

 




or activities.
 Any business opportunities related to the Company’s business that Employee
learns of or obtains while employed by the Company (whether or not during
working hours) belong to the Company, and Employee shall pursue them only for
the Company’s benefit.




7.

Disclosure
of New Work.  Before Employee undertakes any work for any other party
during employment by the Company or within two (2) weeks after employment ends
that will directly involve subject matter related to the Company’s activities,
Employee shall fully disclose the proposed work to the Company.




8.

Nonsolicitation
of Employees.  So long as Employee is employed by the Company and for
six (6) months after employment ends, regardless of the reason it ends, Employee
shall not directly or indirectly solicit any employee to leave his or her
employment with the Company. 




9.

Noncompetition
After Employment Ends.  For one (2) weeks after employment by the
Company ends, regardless of the reason it ends, Employee shall not, directly or
indirectly engage in, whether as employee, consultant, contractor or owner in
(a) the development, sale or marketing of products that compete with the
Company’s then-existing or reasonably anticipated products, or (b) the design of
Competing Products with any entity or organization in Washington, Oregon, Idaho,
California, the rest of the United States and throughout the world

.

10.

No
Conflicting Agreements.  Employee is not a party to any agreements,
such as confidentiality or noncompetition agreements, or assignment of invention
agreements, with any other party except for those disclosed to the Company in
writing prior to the execution of this Agreement.




11.

Trade
Secrets.  Employee acknowledges that disclosure or use of a trade
secret without express or implied consent violates the Uniform Trade Secrets
Act. RCW 19.108.010. Employee acknowledges that the Company is not seeking to
obtain such trade secrets and agrees not to improperly disclose trade secrets to
the Company.




12.

No
Disparagement.  Employee shall not disparage the Company or its
business or products and will not interfere with the Company’s relationships
with its customers, employees, vendors, bankers or others. This applies both
while Employee is employed by the Company and after employment with the Company
ends, regardless of the reason it ends. 




13.

Injunctive
Relief.  Employee acknowledges that any violation of this Agreement by
Employee will cause irreparable injury to the Company and the Company shall be
entitled to extraordinary relief in court, including, but not limited to,
temporary restraining orders, preliminary injunctions, and permanent
injunctions, without the necessity of posting bond or security.
 Employee consents to the Company notifying anyone to whom Employee may
provide services of the existence and terms of this Agreement.







Page
14 of 16

Montavo
Confidential






                                     

 




14.

Miscellaneous.
 If court proceedings are required to enforce any provision of this
Agreement, the prevailing party shall be entitled to an award of reasonable
costs and expenses of litigation and any appeal, including reasonable attorneys’
fees. This Agreement shall be governed  by the laws of  the State of
Washington.  Venue for any action arising out of this Agreement shall exist
exclusively in King County, Washington, or in the Federal District Court for the
Western District of Washington, unless injunctive relief is sought by the
Company and, in the Company’s judgment, may not be effective unless obtained in
some other venue. Employee’s obligations under this Agreement supplement and do
not limit other obligations Employee has to the Company, including without
limitation under the law of trade secrets.  This Agreement shall be
enforceable regardless of any claim Employee may have against the Company.
 If any provision of this Agreement is held to be unenforceable as written,
it shall be enforced to the maximum extent allowed by applicable law.  If
any provision of this Agreement is void or is so declared, such provision shall
be severed from this Agreement, which shall otherwise remain in full force and
effect. This Agreement shall survive termination of Employee’s employment,
however caused. This Agreement is the final and complete expression of the
parties agreement on these subjects, and may be amended only in a writing signed
by the Company and Employee.







AGREEMENT DATED
this 16th day of July, 2009. 




Montavo,
Inc.






By:

Brook
Lang

CEO

Montavo, Inc.

Signed
12/31/2009








Brook Lang

Chairman of the
Board

Montavo, Inc.

Signed 12/31/2009







EXECUTIVE





Brook Lang

Executive

Signed 12/31/2009










Page
15 of 16

Montavo
Confidential






                                     

 







Schedule A










Patents and or
ideas currently held that do not compete and or are in the same space as the
company in the wireless marketing advertising space.




Other items may be
added as initiated by the Executive at a later time:







AGREEMENT DATED
this 16th day of July, 2009. 













Montavo,
Inc.






By:

Brook
Lang

CEO

Montavo, Inc.

Signed
12/31/2009














Brook Lang

Chairman of the
Board

Montavo, Inc.

Signed 12/31/2009










EXECUTIVE





Brook Lang

Executive

Signed 12/31/2009







Page
16 of 16

Montavo
Confidential