exv10w25



 







EXHIBIT
10.25




EMPLOYEE INVENTION AGREEMENT



This EMPLOYEE INVENTION AGREEMENT (this “Agreement”), dated April 29, 2005 is made between
HazTrain, Inc., a Maryland corporation having a principal place of business at 10485 Theodore
Greene Blvd., White Plains, MD 20695 (hereinafter “Company”) and Timothy J. Czysz, residing at
14707 Banks O’Dee Road, Newburg, MD 20664 (hereinafter “Employee”).



A. The Company has offered Employee employment as an at-will employee of Employer to perform
certain job functions as described in the employee’s offer letter and/ or as given to Employee from
time to time by Employee’s supervisor.



B. During the course of Employee’s employment with the Company, the Employee may be involved in
research, development, design and manufacture of various products, works, processes, and the like,
and as a result of such employment, Employee may make discoveries, conceptions, designs,
innovations, improvements, or inventions (hereinafter referred to as “Inventions”), whether
patentable or unpatentable, and/or create copyrightable subject matter (hereinafter referred to as
“Copyrightable Works”) and, in fact, is likely to do so.



C. One purpose of Employee’s employment by the Company is that Employee shall, if possible, make
Inventions and/or create Copyrightable Works, and in furtherance of that purpose and other purposes
of Employee’s employment, the Company may make available to Employee confidential technical and
business information, including trade secrets, on which Company’s business depends.




     NOW, THEREFORE, in consideration of Employee’s employment and continued employment by Company,
the Employee covenants and agrees with the Employer as follows:



     1. During or subsequent to the period of Employee’s employment with the Company, the Employee
will promptly and fully disclose to the Company all Inventions conceived or reduced to practice by
the Employee, alone or jointly with others, during the period of the Employee’s employment with the
Company, and all Copyrightable Works created by the Employee, alone or jointly with others, during
such period. The Employee shall also promptly provide the Company with all records or documents
pertaining to any such Inventions and/or Copyrightable Works. Except as provided in Section 2, the
Employee will and hereby does assign to the Company all of the Employee’s right, title and interest
in such Inventions, and in any patents or patent applications directed to such Inventions, and the
Employee hereby acknowledges that such Copyrightable Works are “works made for hire” under the
copyright laws, and if for any reason such Copyrightable Works are adjudged not “works made for
hire,” the Employee will and hereby does assign to the Company all of the Employee’s right, title
and interest in such Copyrightable Works and in all copyrights therein. During or subsequent to
the period of the Employee’s employment with the Company, the Employee will assist the Company and
the Company’s attorneys, without further compensation but at no expense to the Employee, to file
and obtain patents in the Untied States and in foreign countries on any such Inventions and file
for registration of copyrights to any such Copyrightable Works, including executing necessary
documents and assignments. The Employee shall further render assistance to the Company and the
Company’s attorneys in any administrative proceeding (including, without limitation, proceedings
with respect to patent and copyright applications and interferences) and in any judicial proceeding
pertaining to the Inventions and/or Copyrightable Works referred to herein.



	 	 	 
	Timothy J. Czysz

	 	Employee Initials: ___
	HazTrain, Inc.
	 	 
	Employee Invention Agreement
	 	 
	Page 1 of 4
	 	 






 









 






     2. The Employee’s obligations under Section 1 hereof does not obligate the Employee to assign
to the Company any Invention or Copyrightable Work that, in the reasonable judgment of the Company,
does not relate to the business, research, development, design or manufacturing or
non-manufacturing efforts in which the Company is engaged during the period of the Employee’s
employment, or reasonably expects to be engaged.



     3. All proprietary, confidential and other sensitive information of the Company and its
affiliates that the Employee becomes aware of or has access to during the term of the Employee’s
employment with the Company shall be governed by the terms of the Employee Non-Disclosure and
Proprietary Information Agreement executed and delivered by the Employee to the Company.



     4. If the Employee breaches any of the covenants contained in this Agreement, it is
specifically understood and agreed that the Company would suffer irreparable injury and shall for
that reason be entitled, in addition to any other remedies which it may have, to equitable relief
by way of injunction or otherwise.



     5. The Employee’s obligations hereunder may not be changed or modified, released, discharged,
waived, abandoned, or terminated, in whole or in part, except by an instrument in writing signed by
an authorized officer of the Company.



     6. If any provision of this Agreement is held by a court of competent jurisdiction to be
contrary to law by reason of the extent, duration, scope or other restriction therein, the Employee
and the Company contemplate that such provision shall be construed by the court with limitations on
the extent, duration, scope or other restriction so as to be enforceable in accordance with this
Agreement. In any event, the remaining provisions of this Agreement will remain in full force and
effect.



     7. No waiver by the Company of any breach or non-performance of any obligation of the Employee
under this Agreement shall be deemed to be a waiver of any other breach of the same or different
obligation of the Employee under this Agreement



     8. This Agreement shall be construed, applied and governed in all respects by the laws of the
State of Maryland, United States of America, for contracts executed and wholly performed therein
without regard to conflicts of law principles.



     9. This Agreement shall inure to the benefit of and be binding upon the heirs, personal
representatives, successors and assigns, of the parties hereto.



     11. Except as set forth in Appendix I attached hereto, the Employee has no agreements with, or
obligations to, others in conflict with the foregoing, and the Employee does not own or have any
interest in any patents, patent applications or unpatented inventions.



     12. This is the entire agreement between the Employee and the Company regarding the subject
hereof and supersedes all prior agreements or understandings pertaining thereto.



     13. The Employee acknowledges and represents that the Employee has had opportunity to review
this Agreement (with counsel, if so desired) and that the Employee understands the terms of this
Agreement and the Employee’s obligations hereunder.



	 	 	 
	Timothy J. Czysz

	 	Employee Initials: ___
	HazTrain, Inc.
	 	 
	Employee Invention Agreement
	 	 
	Page 2 of 4
	 	 






 









 





IN WITNESS WHEREOF, the Company and Employee have executed this Employee Invention and
Non-Competition Agreement as of the date first above written.




	 	 	 	 	 	 	 	 	 	 	 
	EMPLOYER:	 	HazTrain, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Eric S. Galler	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Eric S. Galler	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Secretary	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EMPLOYEE:

	 	By:
	 	/s/ Timothy J. Czysz	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Timothy J. Czysz	 	 






	 	 	 
	Timothy J. Czysz

	 	Employee Initials: ___
	HazTrain, Inc.
	 	 
	Employee Invention Agreement
	 	 
	Page 3 of 4
	 	 






 









 






APPENDIX I



[List any items which are exceptions under paragraph 11 (agreements with or obligations to others
in conflict with Employee’s obligations under this Agreement, and any copyrights, patents, patent
applications and unpatented inventions which Employee owns or in which Employee has an ownership
interest) ]




	 	 	 
	Timothy J. Czysz

	 	Employee Initials: ___
	HazTrain, Inc.
	 	 
	Employee Invention Agreement
	 	 
	Page 4 of 4