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
Dennis Clarke
Carey.

      


      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.

      


      (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.

       

      
        
           

        

        
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      (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 instrict 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:

      


      “(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:

       

      
        
           

        

        
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                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.

              


      

       

      
        
          	
                   
      

                	
                  c.

                	
                


        

         

      

      
      

      (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

              


      

      


       

      
        	
                 
      

              	
                (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.

       

      
        
           

        

        
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      (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.

      


      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.

      


      (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.

      


      
        
           

        

        
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      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.

       

      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.

      


      
        
           

        

        
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      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.

      


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

       

      
        
          	
                  Dated:

                	
                  September 10,
      2010

                


        

      

      
 

       

      
        
          	 
       	 	 	 	 
	Dennis
      Clarke Carey	 	 	 	 
	****	 	 	 	 
	 	 	 	 	 	 
	Composite
      Technology Corporation	 	 	 	 
	a
      Nevada corporation	 	 	 	 
	 	 	 	 	 	 
	By:    	
                   

                	 	 	
                	 
	 	 	 	 	 	 
	Name: 	
                  Benton H
      Wilcoxon

                	 	 	
                	 
	 	 	 	 	 	 
	Title:	
                  CEO

                	 	 	
                	 


        

      

      


      **** This material has been omitted
pursuant to a request for confidential treatment and filed separately with the
Securities and Exchange Commission.

      


      
        
           

        

        
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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:  	
                  September
      10, 2010

                	 	
                   

                	 	 
	 	 	 	 	Dennis Clarke
    Carey	 


        

      

       

    

    
      
        
        

      

      
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