cpc_8k-ex1001.htm


    EXHIBIT
10.1

     

    
      PRODUCT
DEVELOPMENT AGREEMENT

      
 

      This
Product Development Agreement (the “Agreement”) is entered into
as of March 9, 2009 (the “Effective Date”) between CPC
of America, Inc., a Nevada corporation (“Company”), and Olex Hnojewyj,
an individual (“Contractor”) (each, a “Party”).

       

      1.           DEFINITIONS.  As used in this
Agreement:

       

      1.1           “Affiliate” of any
particular Party means any person controlling, controlled by or under common
control with such Party, including subsidiaries, and parent companies of such
Party.  For purposes of this definition, “control” (including the
terms “controlling,” “controlled by” and “under common control with”) means the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise, and such “control” will be presumed if any
Person owns 50% or more of the voting capital stock, assets or other ownership
interests, directly or indirectly, of any other Person.

       

      1.2           “Common Stock” means Company’s $.005 par
value common stock, and any other class of securities into which such securities
may hereafter be reclassified or changed into

       

      1.3           “Confidential Information”
means any and all information related to Company’s business (including trade
secrets, technical information, business forecasts and strategies, marketing
plans, customer and supplier lists, personnel information, financial data, and
proprietary information of third parties provided to Company in confidence) that
is labeled or identified as “confidential” or “proprietary” or that Contractor
otherwise knows, or would reasonably be expected to know, Company considers to
be confidential or proprietary or Company has a duty to treat as
confidential.

       

      1.4           “Deliverables” means the items
to be provided or actually provided by Contractor to Company under this
Agreement, including items specifically designated or characterized as
deliverables in this Agreement or in a Statement of Work.

       

      1.5           “Intellectual Property” means
all algorithms, application programming interfaces (APIs), apparatus, assay
components, biological materials, cell lines, chemical compositions and
structures, circuit designs and assemblies, concepts, Confidential Information,
data (including clinical data), databases and data collections, designs,
diagrams, documentation, drawings, flow charts, formulae, gate arrays, ideas and
inventions (whether or not patentable or reduced to practice), IP cores,
know-how, materials, marketing and development plans, marks (including brand
names, product names, logos, and slogans), methods, models, net lists, network
configurations and architectures, photomasks, procedures, processes, protocols,
schematics, semiconductor devices, software code (in any form including source
code and executable or object code), specifications, subroutines, techniques,
test vectors, tools, uniform resource identifiers including uniform resource
locators (URLs), user interfaces, web sites, works of authorship, and other
forms of technology.

       

       

      
        
          
          

        

        
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      1.6           “Intellectual Property Rights”
means all past, present, and future rights of the following types, which may
exist or be created under the laws of any jurisdiction in the world: (a) rights
associated with works of authorship, including exclusive exploitation rights,
copyrights, moral rights, and mask work rights; (b) trademark and trade name
rights and similar rights; (c) trade secret rights; (d) patent and industrial
property rights; (e) other proprietary rights in Intellectual Property of every
kind and nature; and (f) rights in or relating to registrations, renewals,
extensions, combinations, divisions, and reissues of, and applications for, any
of the rights referred to in clauses (a) through (e) of this
sentence.

       

      1.7           “Market Price” means, for
any date, the price determined by the first of the following clauses that
applies: (a) if the Common Stock is then listed or quoted on a
U.S.  trading market other than the OTC Bulletin Board, the daily
volume weighted average price of the Common Stock over the 20 trading days
preceding such date on the principal U.S. trading market on which the Common
Stock is then listed or quoted for trading as reported by Bloomberg Financial
L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m.
(New York City time); (b) if the OTC Bulletin Board is the principal U.S.
trading market, the volume weighted average price of the Common Stock for such
date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the
Common Stock is not then quoted for trading on the OTC Bulletin Board and if
prices for the Common Stock are then reported in the “Pink Sheets” published by
Pink Sheets, LLC (or a similar organization or agency succeeding to its
functions of reporting prices), the most recent bid price per share of the
Common Stock so reported; or (d) in all other cases, the fair market value
of a share of Common Stock as determined by the Board of Directors
of  Company in good faith.

       

      1.8           “Services” means the following
services to be performed or actually performed by Contractor under this
Agreement:  (A) the development of novel, unique and proprietary
hydrogel-type compositions comprising solely  synthetic pegalyted
technologies for use in connection with the (i) arterial and venous closure;
(ii) biopsy closures, including without limitation closures for breast, liver
and lung; (iii) spinal repair, vertebral body replacement and augmentation
procedures involving bone graft; and (iv) adhesion barrier and prevention in all
surgeries; (B) the proper documentation of the matters set forth in subpart (A)
suitable for purposes of obtaining U.S. and foreign certifications and
regulatory approvals; and (C) assistance in the preparation of U.S. and foreign
patent applications relating to the matters set forth in subpart
(A).

       

      1.9           “Work Product” means (a) all
Deliverables, (b) all Intellectual Property, in any stage of development, that
Contractor conceives, creates, develops, or reduces to practice in connection
with performing the Services, and (c) all tangible embodiments (including
models, presentations, prototypes, reports, samples, and summaries) of each item
of such Intellectual Property.

       

      2.           ENGAGEMENT

       

      2.1           Statements of
Work.  From time to time, Company may submit to Contractor
written work orders substantially in the form of Exhibit A that
contain the terms (including specifications, delivery and performance schedules)
for Services and Deliverables that Company desires Contractor to provide, along
with the fees in the form of shares of Common Stock to be issued by the Company
in consideration for such Services and Deliverables.  If Contractor
begins to perform services under a work order, Contractor will be deemed to have
accepted such work order.  Upon acceptance of a work order by
Contractor (in writing, by performance, or otherwise), such work order will be a
“Statement of
Work.”  A Statement of Work may include a limited license to
Contractor to use certain Intellectual Property of Company or its licensors,
such as software, tools, or know-how, as necessary to complete that Statement of
Work.  Any such license automatically terminates upon the completion
of the applicable Statement of Work and is limited by the terms of this
Agreement, including Section 5.3.

       

       

      
        
          
          

        

        
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      2.2           Performance of
Services.  Contractor will perform the Services in accordance
with the terms of this Agreement and the applicable Statement of
Work.  Except as otherwise provided in this Agreement or an applicable
Statement of Work, Contractor will have exclusive control over the manner and
means of performing the Services and will use Contractor’s expertise and
creative talents in performing the Services.  Company will provide, at
Company’s own expense, a place of work and all equipment, tools, and other
materials necessary to complete the Statement of Work.  Contractor
will be solely responsible for any injury or death suffered by any person
(including Contractor’s employees and agents) and any damage to any property
(including Company’s property) arising from such use, regardless of whether such
injury, death, or damage is claimed to be based upon the condition of such
equipment or facilities or upon Company’s negligence in permitting such
use.  Contractor shall comply with all reasonable rules, policies and
guidelines issued by Company from time to time with regard to the issuance,
maintenance, control, and archiving of laboratory notebooks, and such notebooks
shall be regarded as the sole property of the Company.

       

      2.3           Change
Proposals.  Upon the receipt of a proposal from Company to
change the terms of a Statement of Work (a “Change Proposal”), Contractor
will promptly provide (a) any information requested in such proposal, and (b)
Contractor’s written acceptance or rejection of the
proposal.  Contractor may not reject any Change Proposal that does not
materially shorten the delivery or performance schedule or materially alter the
Deliverables or Services, and may not unreasonably reject any other Change
Proposal.  If Contractor begins to adhere to a Change Proposal or does
not reject the Change Proposal in writing within five (5) days after
Contractor’s receipt thereof, Contractor will be deemed to have accepted such
Change Proposal.  The submission or reasonable rejection of a Change
Proposal will not constitute a breach of this Agreement.

       

      2.4           Acceptance
Procedures.  Company will have at least thirty (30) days to
evaluate any interim and final Deliverables (the “Acceptance Period”) to
reasonably ensure that they meet the specifications, requirements, and terms of
this Agreement and are of professional, technical, and general quality
consistent with industry standards.  If Company reasonably rejects any
Deliverable during the Acceptance Period, Company shall notify the Contractor
specifying the reasons for rejection and provide the Contractor a period of (30)
days (the “Correction Period”) to correct the Deliverables subject to evaluation
and acceptance in accordance with this Section 2.4. If, after the Correction
Period, the Company still reasonably rejects the Deliverable, the Company may
elect any of the following remedies (without limiting any other rights or
remedies Company may have): (a) Company may grant additional time to Contractor
to provide (at no additional charge to Company) corrected Deliverables subject
to evaluation and acceptance in accordance with this Section 2.4; (b)
Company may itself correct the Deliverables (or engage a third party to do so)
and may deduct the costs and reasonable expenses associated with such correction
from the fees owed to Contractor under the Statement of Work; or (c) Company may
terminate the Statement of Work and return all Deliverables (but not
Confidential Information therein) to Contractor, in which case Contractor shall
not be entitled to any fees related to the Statement of Work.

       

       

      
        
          
          

        

        
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      2.5           Monitoring.  Contractor
will cooperate with any requests by Company to monitor the Services in order to
verify that such Services are being performed in accordance with this Agreement
and in a timely and satisfactory manner.  Contractor will use
Contractor’s best efforts to facilitate any such monitoring, including providing
access to Contractor’s equipment and facilities.  All documents and
materials stored at Company’s facilities will be subject to inspection by
Company at any time without notice.

       

      2.6           Subcontracting.  Contractor
will not subcontract or otherwise delegate any of Contractor’s obligations under
this Agreement without Company’s express prior written consent on a case-by-case
basis.  Upon receipt of such consent, before allowing any
subcontractor to begin performing services, Contractor will enter into a binding
written agreement with such subcontractor that protects Company’s rights and
interests to at least the same degree as this Agreement, including
Sections 5 through 8.  Contractor will be responsible for
the direction and coordination of the services of each
subcontractor.  Company will have no obligation to pay any
subcontractor except as agreed to by the Company in writing from time to
time.

       

      2.7           Access Rules and
Procedures.  While on Company’s premises, Contractor agrees to
comply with Company’s then-current access rules and procedures, including those
procedures pertaining to safety, security, and
confidentiality.  Contractor agrees and acknowledges that Contractor
has no expectation of privacy with respect to Company’s telecommunications,
networking, or information processing systems (including stored computer files,
email messages, and voice messages) and that Contractor’s activities, including
the sending or receiving of any files or messages, on or using any of those
systems may be monitored, and the contents of such files and messages may be
reviewed and disclosed, at any time without notice.

       

      2.8           Competitive
Engagements.  Contractor agrees that during the term of this
Agreement, Contractor will not perform, or agree to perform, any services for
any third party that engages, or plans to engage, in any business or activity
that directly or indirectly competes with any current or planned business or
activity of Company relating to the Services.

       

      3.          INDEPENDENT
CONTRACTOR RELATIONSHIP.  Contractor’s
relation to Company under this Agreement is that of an independent
contractor.  Nothing in this Agreement is intended or should be
construed to create a partnership, joint venture, or employer-employee
relationship between Company and Contractor.  Contractor will take no
position with respect to or on any tax return or application for benefits, or in
any proceeding directly or indirectly involving Company, that is inconsistent
with Contractor being an independent contractor (and not an employee) of
Company.  Contractor is not the agent of Company and is not
authorized, and must not represent to any third party that Contractor is
authorized, to make any commitment or otherwise act on behalf of
Company.  Without limiting the generality of the
foregoing:

       

       

      
        
          
          

        

        
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      3.1           Benefits and
Contributions. Contractor is not
entitled to or eligible for any benefits that Company may make available to its
employees, such as group insurance, profit-sharing, or retirement
benefits.  Because Contractor is an independent contractor, Company
will not withhold or make payments for social security, make unemployment
insurance or disability insurance contributions, or obtain workers’ compensation
insurance on behalf of Contractor.  If, notwithstanding the foregoing,
Contractor is reclassified as an employee of Company, or any affiliate of
Company, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or
any other federal or state or foreign agency as the result of any administrative
or judicial proceeding, Contractor agrees that Contractor will not, as the
result of such reclassification, be entitled to or eligible for, on either a
prospective or a retrospective basis, any employee benefits under any plans or
programs established or maintained by Company.

       

      3.2           Taxes.  Contractor
is solely responsible for filing all tax returns and submitting all payments as
required by any federal, state, local, or foreign tax authority arising from the
payment of fees to Contractor under this Agreement, and agrees to do so in a
timely manner.  If applicable, Company will report the fees paid to
Contractor under this Agreement by filing Form 1099-MISC with the Internal
Revenue Service as required by law.

       

      3.3           Compliance with Law.  Contractor
will comply with all applicable federal, state, local, and foreign laws
governing self-employed individuals, including laws requiring the payment of
taxes, such as income and employment taxes, and social security, disability, and
other contributions.

       

      3.4           Certification. Contractor
will provide Company with certifications and records (including, as appropriate,
copies of Contractor’s tax returns) as Company may request from time to time,
during or after the term of this Agreement, to verify that Contractor has
complied with this Section 3.

       

      4.           COMPENSATION.  Subject
to the terms and conditions of this Agreement, Company shall issue to Contractor
shares the compensation set forth below as Contractor’s sole and complete
compensation for all Services, Deliverables, and Intellectual Property Rights
provided by Contractor under this Agreement:

       

      4.1           Equity Fee.  Company
shall issue to Contractor shares (“Shares”) of Common Stock as
follows:

       

      
        	
                 
      

              	
                (a)

              	
                Upon
      and subject to the filing of the first patent application with the U.S.
      Patent and Trademark Office (“USPTO”) with respect to
      novel, unique and proprietary hydrogel-type compositions comprising solely
      synthetic pegalyted technologies or delivery systems for use in connection
      with arterial and venous closure, such patent application to be acceptable
      to Company in its reasonable discretion, Company shall issue to Contractor
      a number of shares of Common Stock equal to the quotient obtained by
      dividing $225,000 by the Market Price on the filing
  date.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Upon
      and subject to the filing of each  subsequent patent application
      with the USPTO with respect to novel, unique and proprietary hydrogel-type
      compositions comprising solely synthetic pegalyted technologies or
      delivery systems for use in connection with arterial and venous closure,
      such patent application(s) to be acceptable to Company in its reasonable
      discretion, Company shall issue to Contractor a number of shares of Common
      Stock equal to the quotient obtained by dividing $125,000 by the Market
      Price on the filing date.

              


      

       

       

      
        
          
          

        

        
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                (c)

              	
                Upon
      and subject to the filing of each patent application with the USPTO, in
      each case such patent application to be acceptable to Company in its
      reasonable discretion, with respect to novel, unique and proprietary
      hydrogel-type compositions comprising solely synthetic pegalyted
      technologies or delivery systems for use in connection with (i) biopsy
      closures, including without limitation closures for breast, liver and
      lung; (ii) spinal repair, vertebral body replacement and augmentation
      procedures involving bone graft; or (iii) adhesion barrier and prevention
      in all surgeries, Company shall issue to Contractor a number of shares of
      Common Stock equal to the quotient obtained by dividing $125,000 by the
      Market Price on the filing date.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Upon
      and subject to the USPTO issuance of each patent (“PEG Patent”) with
      respect to a patent application referred to in subparts (a), (b), or
      (c) above, Company shall issue to Contractor a number of shares of Common
      Stock equal to the quotient obtained by dividing $125,000 by the Market
      Price on the date of the issuance of each Peg
  Patent.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Upon
      and subject to the receipt of revenue by Company or an Affiliate from the
      sale or licensing of products or technology underlying each PEG Patent in
      each country,  Company shall issue to Contractor a number of
      shares of Common Stock equal to the quotient obtained by dividing $25,000
      by the Market Price on the date of the initial receipt of revenue in such
      country.

              


      

       

      The
number of Shares to be issued to Contractor, and the specific Services,
Deliverables, and Intellectual Property Rights to be provided by Contractor in
consideration of such Share amount, shall be set forth in each Statement of
Work, except in the case of Shares issuable pursuant to subparts (d) and (e)
above.

      


      4.2           Cash Fee.  Company
shall pay Contractor a cash fee for the services rendered by Contractor
hereunder at the rate of $300 per hour, provided that the Company shall not be
obligated to pay Contractor for more than 120 hours in any calendar month under
this Section 4.2 without the written authorization of the
Company.  Contractor will submit monthly invoices to Company no later
than the 10 calendar following each month end.  All invoiced amounts
shall be due and payable twenty (20) days following Company’s receipt of the
invoice for such fees.  Contractor will maintain, in accordance with
generally-accepted accounting principals, complete and accurate records of the
work performed sufficient to document the cash fee payable hereunder invoiced to
Company for at least two (2) years following the date of the invoice, and will
provide Company with such records at Company’s request.

       

       

      
        
          
          

        

        
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      No other
fees or consideration will be owed by Company under this Agreement except as set
forth above or in a Statement of Work.

       

      4.3            Expenses. Unless expressly
provided otherwise in the applicable Statement of Work and except as expressly
provided in Section 8.1, Contractor will be solely responsible for all
expenses incurred by Contractor in connection with performing the Services or
otherwise performing Contractor’s obligations under this Agreement.

       

      5.           CONFIDENTIALITY

       

      5.1           Use and Disclosure.  During
the term of this Agreement and at all times thereafter, Contractor will
(a) hold all Confidential Information in strict trust and confidence,
(b) refrain from using or permitting others to use Confidential Information
in any manner or for any purpose not expressly permitted or required by this
Agreement, and (c) refrain from disclosing or permitting others to disclose
any Confidential Information to any third party without obtaining Company’s
express prior written consent on a case-by-case basis.

       

      5.2           Standard of
Care.  Contractor will protect the Confidential Information
from unauthorized use, access, or disclosure in the same manner as Contractor
protects Contractor’s own confidential or proprietary information of a similar
nature, and with no less than the greater of reasonable care and
industry-standard care.

       

      5.3           Reverse
Engineering.  Unless and except to the extent expressly
authorized by Company to do so in writing, Contractor will not attempt to
reverse engineer, de-encrypt, or otherwise derive the design, internal logic,
structure or inner workings (including algorithms and source code) of any
software, products, models, prototypes, or other items provided by Company that
use, embody, or contain Confidential Information.

       

      5.4           Exceptions.  Contractor’s
obligations under Sections 5.1 and 5.2 will terminate with respect to any
particular information that Contractor can prove, by clear and convincing
evidence, (a) Contractor lawfully knew prior to Company’s first disclosure to
Contractor, (b) a third party rightfully disclosed to Contractor free of any
confidentiality duties or obligations, or (c) is, or through no fault of
Contractor has become, generally available to the
public.  Additionally, Contractor will be permitted to disclose
Confidential Information to the extent that such disclosure is expressly
approved in writing by Company, or is required by law or court order, provided
that Contractor immediately notifies Company in writing of such required
disclosure and cooperates with Company, at Company’s reasonable request and expense, in
any lawful action to contest or limit the scope of such required disclosure,
including filing motions and otherwise making appearances before a
court.

       

      5.5           Removal;
Return.  Contractor will not remove any tangible embodiment of
any Confidential Information from Company’s facilities or premises without
Company’s express prior written consent.  Upon Company’s request and
upon any termination or expiration of this Agreement, Contractor will promptly
(a) return to Company or, if so directed by Company, destroy all tangible
embodiments of the Confidential Information (in every form and medium), (b)
permanently erase all electronic files containing or summarizing any
Confidential Information, and (c) certify to Company in writing that Contractor
has fully complied with the foregoing obligations.

       

       

      
        
          
          

        

        
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      6.           NO
CONFLICTS.  Contractor will
refrain from any activity, and will not enter into any agreement or make any
commitment, that is inconsistent or incompatible with Contractor’s obligations
under this Agreement, including Contractor’s ability to perform the
Services.  Contractor represents and warrants that Contractor is not
subject to any contract or duty that would be breached by Contractor’s entering
into or performing Contractor’s obligations under this Agreement or that is
otherwise inconsistent with this Agreement.  Contractor will not
disclose to Company, will not bring into Company’s facilities, and will not
induce Company to use any confidential or proprietary information of any third
party other than Third-Party Technology (as defined in Section 7.1.2)
specifically authorized in advance by Company or identified in any Statement of
Work.

       

      7.           WORK
PRODUCT

       

      7.1           Disclosure

       

      7.1.1                      Disclosure of Work Product. In
accordance with the applicable Statement of Work, including any schedule
therein, Contractor will deliver all Deliverables and disclose all other Work
Product to Company (or any person designated by Company in writing) in the form
specified in the Statement of Work or otherwise designated by
Company.

       

      7.1.2                      Background and Third-Party
Technology.  Intellectual Property developed, acquired, or
otherwise obtained by Contractor prior to this Agreement (collectively, “Background Technology”) or
licensed or obtained by Contractor from third parties (collectively, “Third-Party Technology”) may
not be used by
Contractor in the performance of Services unless, subject to Section 7.1.3,
such Intellectual Property has been specifically identified and described to
Company in writing or in any Statement of Work.  However, in no event
will Contractor incorporate into the Deliverables or the Work Product any
software code licensed under the GNU GPL or LPGL or any similar “open source”
license.  Contractor represents and warrants that Contractor has an
unqualified right to license to Company all Background Technology as provided in
Section 7.4.

       

      7.1.3                      Prior Confidentiality
Obligations.  If the specific identification and description of
any Background Technology or Third-Party Technology would cause Contractor to
violate any confidentiality obligations, Contractor will not identify and
describe such Background Technology or Third-Party Technology with specificity,
but will disclose (to the extent permitted): (a) a general identification and
description of such Background Technology or Third-Party Technology (which in no
event will be less than a cursory name), (b) the owner or owners of such
Background Technology or Third-Party Technology and Contractor’s relationship to
such owner or owners, and (c) the specific reason that the Background Technology
or Third-Party Technology is not fully disclosed.

       

       

      
        
          
          

        

        
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      7.2           Ownership
and Assignment of Work Product

       

      7.2.1                      Generally.  Contractor
agrees that all Work Product will be the sole and exclusive property of
Company.  All elements in the Work Product that are protected by
copyright are “works made for hire” for which Company is the “author” (as such
first quoted term is defined by and such second quoted term given meaning by the
United States Copyright Act of 1976, as amended).  Company will
exclusively own the copyright in all such works upon their
creation.  To the extent that any aspect of such Work Product is found
as a matter of law not to be a “work made for hire” as contemplated above, and
except for Contractor’s Intellectual Property Rights in the Background
Technology and subject to Section 7.5, Contractor hereby irrevocably and
unconditionally assigns to Company all right, title, and interest worldwide in
and to the Work Product and all Intellectual Property Rights
thereto.  Contractor understands and agrees that Contractor has no
right to use the Work Product except as necessary to perform the Services for
Company.

       

      7.2.2                      Trademarks and Trade
Names.  Without limiting the generality of Section 7.2.1,
Contractor will have no interest in any trademark, service mark, or trade name
(collectively, “Mark”) used on or in the Work Product; Company will be the sole
and exclusive owner of all right, title, and interest in and to all such
Marks.  Any and all use of such Marks by Contractor will be deemed
made by Company for the purposes of trademark registration and will inure solely
to the benefit of Company for such purposes.  Contractor will not
contest, oppose, or challenge Company’s ownership of such Marks, or do anything
to impair Company’s ownership or rights in such Marks.  Contractor
will not create, adopt, or use a corporate name, trade name, trademark, or any
other designation that includes any of Company’s Marks (including those in the
Work Product) or a term confusingly similar to any of Company’s
Marks.  In particular, Contractor will not register, or attempt to
register, in any jurisdiction worldwide any of Company’s Marks (including those
in the Work Product) or a term confusingly similar to any of Company’s
Marks.

       

      7.3           Assignment and Waiver of Other
Rights.  If any
Intellectual Property Rights, including moral rights, in the Work Product,
except for Intellectual Property Rights in the Background Technology, cannot (as
a matter of law) be assigned by Contractor to Company as provided in
Section 7.2, then (a) Contractor unconditionally and irrevocably waives the
enforcement of such rights and all claims and causes of action of any kind
against Company with respect to such rights, and (b) to the extent Contractor
cannot (as a matter of law) make such waiver, Contractor unconditionally grants
to Company an exclusive, perpetual, irrevocable, worldwide, fully-paid license,
with the right to sublicense through multiple levels of sublicensees, under any
and all such rights (i) to reproduce, create derivative works of, distribute,
publicly perform, publicly display, digitally transmit, and otherwise use the
Work Product in any medium or format, whether now known or hereafter discovered,
(ii) to use, make, have made, sell, offer to sell, import, and otherwise exploit
any product or service based on, embodying, incorporating, or derived from the
Work Product, and (iii) to exercise any and all other present or future rights
in the Work Product.

       

      7.4           License of Background
Technology. Contractor unconditionally grants to Company a
non-exclusive, perpetual, irrevocable, worldwide, fully-paid right and license,
with the right to sublicense through multiple levels of sublicensees, under all
of Contractor’s Intellectual Property Rights in any and all Background
Technology used or incorporated in any Work Product or otherwise used by
Contractor in performance of the Services (whether or not identified or
described in writing to Company or in any Statement of Work), (a) to reproduce,
create derivative works of, distribute, publicly perform, publicly display,
digitally transmit, and otherwise use the Work Product in any medium or format,
whether now known or hereafter discovered, (b) to use, make, have made, sell,
offer to sell, import, and otherwise exploit any product or service based on,
embodying, incorporating, or derived from the Work Product, and (c) to exercise
any and all other present or future rights in the Work Product.

       

       

      
        
          
          

        

        
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      7.5           Assignment of Rights to Third-Party
Technology.  Unless agreed to in writing by the Parties, Contractor
hereby assigns to Company all of Contractor’s licenses and other rights to all
Third-Party Technology incorporated into the Work Product.  If such
rights cannot be validly assigned to Company without the consent of a third
party, Contractor will use best efforts to obtain such consent (at Contractor’s
expense) and will indemnify and hold harmless Company and its affiliates,
employees, and agents from and against all liabilities, losses, damages, costs,
and expenses (including attorneys’ fees) arising from Contractor’s failure to
obtain such consent.

       

      8.           FURTHER
ASSURANCES

       

      8.1           Cooperation and
Assistance.  Contractor will, at Company’s request,
(a) cooperate with and assist Company, both during and after the term of
this Agreement, in perfecting, maintaining, protecting, and enforcing Company’s
rights in the Work Product, and (b) execute and deliver to Company any
documents deemed necessary or appropriate by Company in its discretion to
perfect, maintain, protect, or enforce Company’s rights in the Work Product or
otherwise carry out the purpose of this Agreement.  Company will
reimburse Contractor for any reasonable out-of-pocket expenses actually incurred
by Contractor in fulfilling Contractor’s obligations under Section 8.1,
including the preparation and filing of the patent applications under Section
4.1 (a),(b), and (c).  Without limiting the generality of the
foregoing:

       

      8.1.1                      Copyright
Assignments.  Contractor will execute and deliver to Company,
at Company’s request, a copyright assignment in the form of Exhibit B for
any Work Product subject to copyright protection.

       

      8.1.2                      Patent
Assignments.  Contractor will execute and deliver to Company,
at Company’s request, a patent application assignment in the form of Exhibit C for
any invention conceived or reduced to practice by Contractor in connection with
performing the Services for which Company elects to file a patent
application.  At Company’s request, Contractor will promptly record
such assignment with the United States Patent and Trademark Office.

       

      8.2           Power of Attorney.  Contractor hereby
irrevocably designates and appoints Company and its duly authorized officers and
agents as Contractor’s agent and attorney-in-fact to act for and in Contractor’s
behalf to execute, deliver and file any and all documents with the same legal
force and effect as if executed by Contractor, if Company is unable for any
reason to secure Contractor’s signature on any document needed in connection
with the actions described in Section 8.1.  Contractor
acknowledges that this appointment is coupled with an interest.

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      9.           CONTRACTOR
REPRESENTATIONS AND WARRANTIES

         

      

      9.1           General.  Contractor
represents, warrants, and covenants that:

       

      
        	
                 
      

              	
                (a)

              	
                Contractor
      will in the course of performing the Services, use his
      best  personal and professional efforts to avoid infringement or
      misappropriation of any Intellectual Property Right of any other person,
      and will not knowingly or recklessly infringe or misappropriate any
      Intellectual Property Right of any other
person;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                neither
      the Work Product nor any element thereof will be subject to any
      restriction, mortgage, lien, claim, pledge, security interest, or
      encumbrance when delivered by Contractor to
  Company;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Contractor
      will not grant, directly or indirectly, any right or interest in the Work
      Product (other than any Background Technology it may contain) to any other
      person;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Contractor
      has full right, power, and authority to enter into and perform this
      Agreement without the consent of any third party, including the right to
      grant all licenses granted by Contractor in this
  Agreement;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                All
      individuals who contribute to or participate in the conception, creation,
      or development of the Work Product will have unconditionally and
      irrevocably assigned all of their right, title, and interest in and to the
      Work Product (and all Intellectual Property Rights thereto) to Contractor
      (or directly to Company) before being allowed to begin performing
      Services;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Contractor
      will comply with all laws, regulations, and ordinances applicable to
      Contractor’s performance of the Services and Contractor’s other
      obligations under this Agreement, including export control laws, and has
      obtained (or before performing the Services will obtain) all governmental
      permits and licenses required for Contractor to perform the Services and
      Contractor’s other obligations under this Agreement;
  and

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Contractor
      will take all necessary or reasonable precautions to prevent injury to any
      person (including Company employees) or damage to any property (including
      Company property) during the term of this
  Agreement.

              


      

       

      9.2           Performance.  Contractor
warrants that Contractor will use best personal and  professional
efforts to assure that the Work Product fully conforms to the specifications,
requirements, and other terms in any applicable Statement of Work and this
Agreement.  In the event of a breach of this warranty, without
limiting any other rights or remedies Company may have, Contractor will promptly
repair or replace the Work Product at no additional charge to
Company.  If the breach has not been fully cured within thirty (30)
days after Contractor received notice thereof (or such longer period of time as
Company may, in its discretion, give Contractor to cure the breach, by written
notice to Contractor) (the “Cure Period”), Company may
withhold issuance of any shares and Contractor will return all shares previously
issued to Contractor under the applicable Statement of Work, which will
automatically terminate upon the expiration of the Cure Period.

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      9.3           Investment and Related
Representations.

       

      (a)           Contractor
is aware that neither the Shares nor the offer or sale thereof to the Contractor
has been registered under the Securities Act of 1933, as amended (“Securities Act”), or under any
state securities law.  Contractor further understands that no
registration statement has been filed with the Securities and Exchange
Commission (“SEC”), nor
with any other state regulatory authority and that, as a result, any benefit
which might normally accrue to an investor such as Contractor by an impartial
review of such a registration statement by the SEC or other regulatory
commission will not be forthcoming.  Contractor acknowledges that the
Shares are being offered pursuant to certain exemptions from Section 5 of the
Securities Act for offers and sale of securities not involving a public
offering.  Contractor understands that the Shares are “restricted”
securities under U.S. federal securities laws inasmuch as they are being
acquired from the issuer and that under such laws and applicable regulations
such securities may be resold without registration under the Securities Act only
in certain limited circumstances.  Contractor represents that it is
familiar in general with Rule 144 under the Securities Act (which provides
generally for a holding period and limitations on the amount of “restricted”
securities that can be sold in compliance with the rule upon completion of the
holding period), and understands the resale limitations imposed thereby and by
the Securities Act.  Contractor understands that each certificate
representing the Shares and any other securities issued in respect of the Shares
upon any stock split, stock dividend, recapitalization, merger or similar event
(unless no longer required in the opinion of counsel for Company) shall be
stamped or otherwise imprinted with legends substantially in the following forms
(in addition to any legend that may now or hereafter be required by applicable
state law):

       

      “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS.  THEY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED
OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO SUCH SECURITIES, OR DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO
THE ISSUER OF SUCH SECURITIES THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR
HYPOTHECATION IS IN FULL COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNLESS SOLD IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT.”

       

      Contractor
agrees that it will not sell any portion of the Shares except pursuant to
registration under the Securities Act or pursuant to an available exemption from
registration under the Securities Act.  Contractor understands that
Company shall refuse to transfer the Shares except in accordance with the
restrictions and agreements of Contractor set forth in this Section
9.3.

       

      (b)           The
Shares are being acquired by Contractor pursuant to this Agreement for
investment and not with a view to the public resale or distribution thereof
unless pursuant to an effective registration statement or exemption under the
Securities Act.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (c)           Contractor
is acquiring the Shares after private negotiation and has not been attracted to
the acquisition of the Shares by any press release, advertising or
publication.

       

      (d)           Contractor
acknowledges that he is able to protect its interests in connection with the
acquisition of the Shares and can bear the economic risk of investment in such
securities without producing a material adverse change in Contractor’s financial
condition.  Contractor otherwise has such knowledge and experience in
financial or business matters that Contractor is capable of evaluating the
merits and risks of the investment in the Shares.

       

      (e)           Contractor
acknowledges that he has received and reviewed the following documents: (a) the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2007 and (b) the Company’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2008, both of which provide important information concerning the
Company.  Contractor further represents and warrants that he has
received from the Company all of the financial and other information Contractor
considers necessary or appropriate in order to decide to accept the
Shares  in consideration of the Services and
Deliverables.  Contractor has been given full and complete access to
the Company’s books and records in order that Contractor may complete, to his
satisfaction, an investigation of the Company and its business and prospects,
and Contractor has been given every opportunity to ask questions of, and to
receive answers from, the Company regarding its business and prospects, in order
to enable Contractor to evaluate the merits of investing in the
Shares.

       

      10.           INDEMNIFICATION.  Contractor
will indemnify and hold harmless Company and its affiliates, employees, and
agents from and against any and all liabilities, losses, damages, costs, and
other expenses (including attorneys’ and expert witnesses’ costs and fees)
arising from or relating to any breach of any representation, warranty,
covenant, or obligation of Contractor in this Agreement or any intentional
misconduct or negligence by Contactor or any of Contractor’s agents or
subcontractors in performing the Services.  In the event of any
third-party claim, demand, suit, or action (a “Claim”) for which Company (or
any of its affiliates, employees, or agents) is or may be entitled to
indemnification hereunder, Company may, at its option, require Contractor to
defend such Claim at Contractor’s sole expense.  Contractor may not
agree to settle any such Claim without Company’s express prior written consent,
which will not be unreasonably withheld.

       

      11.           NONSOLICITATION.  During
the term of this Agreement and for twelve (12) months thereafter, Contractor
will not directly or indirectly solicit, induce, or attempt to induce any
employee or independent contractor to terminate or breach any employment,
contractual, or other relationship with Company.

       

      12.           TERM
AND TERMINATION.

       

      12.1           Term.  This
Agreement shall commence on the Effective Date and automatically terminate on
the twelve (12) month anniversary of the Effective Date, unless the Company and
Contractor mutually agree to an extension period(s), subject to the earlier
termination provisions of Sections 12.2 and 12.3 below.

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      12.2           Termination by
Company.  Company may terminate this Agreement or any Statement
of Work at any time with or without cause for its convenience, effective upon
ten (10) days notice to Contractor.  In addition, Company may
terminate this Agreement or any Statement of Work immediately upon written
notice to Contractor if Contractor breaches this Agreement or the Statement of
Work, as the case may be, and does not fully cure the breach to Company’s
satisfaction within thirty (30) days after Company gives notice of the breach to
Contractor.

       

      12.3           Termination by
Contractor.  Contractor may terminate this Agreement at any
time if there is no Statement of Work then in effect, effective upon ten (10)
days prior written notice to Company.  In addition, Contractor may
terminate this Agreement or any Statement of Work immediately upon written
notice to Company if Company fails to pay an undisputed amount owed to
Contractor under this Agreement or the Statement of Work, as the case may be,
when due and does not make the payment within thirty (30) days after Contractor
gives notice of the breach to Company.

       

      12.4           Effects
of Termination

       

      12.4.1                      Survival.  Sections
1 (Definitions), 3 (Independent Contractor Relationship), 4 (Compensation), 5
(Confidentiality), 7 (Work Product), 8 (Further Assurances), 9 (Contractor
Representations and Warranties), [10 (Indemnification),] [11 (Insurance),] 12
(Nonsolicitation) (to the extent provided therein), 12.3 (Effects of
Termination), and 14 (General Provisions) will survive any termination or
expiration of this Agreement.  Termination or expiration of this
Agreement will not affect either Party’s liability for any breach of this
Agreement such Party may have committed before such expiration or
termination.

       

      12.4.2                      Return of Company
Property.  Upon termination of this Agreement or earlier as
requested by Company, Contractor will deliver to Company any and all documents,
prototypes, samples, and other materials (including all copies thereof) in
Contractor’s possession or control that contain, summarize, or disclose any Work
Product (in whatever stage of development or completion) or any Intellectual
Property provided by or on behalf of Company.

       

      13.           GENERAL
PROVISIONS

         

      

      13.1           Governing Law;
Venue.  This Agreement is governed by the laws of the State of
Nevada without reference to any conflict of laws principles that would require
the application of the laws of any other jurisdiction.  The United
Nations Convention on Contracts for the International Sale of Goods does not
apply to this Agreement.  Contractor irrevocably consents to the
personal jurisdiction of the state and federal courts located in Clark County,
Nevada for any suit or action arising from or related to this Agreement, and
waives any right Contractor may have to object to the venue of such
courts.  Contractor further agrees that these courts will have
exclusive jurisdiction over any such suit or action initiated by Contractor
against Company.  Contractor also irrevocably waives any right
Contractor may have to a jury trial.

       

      13.2           Severability. If any
provision of this Agreement is, for any reason, held to be invalid or
unenforceable, the other provisions of this Agreement will be unimpaired and the
invalid or unenforceable provision will be deemed modified so that it is valid
and enforceable to the maximum extent permitted by law.

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      13.3           No Assignment.  This
Agreement and Contractor’s rights and obligations under this Agreement may not
be assigned, delegated, or otherwise transferred, in whole or in part, by
operation of law or otherwise, by Contractor without Company’s express prior
written consent.  Any attempted assignment, delegation, or transfer in
violation of the foregoing will be null and void.  Company may assign
this Agreement, or any of its rights under this Agreement to any third party
with or without Contractor’s consent.

       

      13.4           Notices.

       

      Any and
all notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (a) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number set forth in this Section
14.4, (b) upon delivery to the address set forth in this Section 14.4 if sent by
U.S. nationally recognized overnight courier service, or (c) upon actual receipt
by the Party to whom such notice is required to be given.  The address
for such notices and communications shall be as follows:

      
        	
                 
      

              	 


      

      
        	
                 
      

              	
                If
      to Company:

              	
                CPC
      of America, Inc.

              


      

      
        	
                 
      

              	 	
                5348
      Vegas Drive, #89

              


      

      
        	
                 
      

              	 	
                Las
      Vegas, NV  89108

              


      

      
        	
                 
      

              	 	
                Attn:  Rod
      A. Shipman

              
	 	 	 
	 	If to Contractor:	Olexander
      Hnojewyj
	 	 	1042
      Wilmington Way
	 	 	Emerald
      Hills, CA 94062


      

      


      or such
other address as may be designated in writing hereafter, in the same manner, by
such Party.

       

      13.5           Legal Fees. The
prevailing Party in any litigation between the Parties relating to this
Agreement will be entitled to recover such Party’s reasonable attorneys’ fees
and court costs, in addition to any other relief that such Party may be
awarded.

       

      13.6           Remedies. Company’s and
Contractor’s remedies for any breach of this Agreement will include damages,
injunctive relief, specific performance, and restitution.  Company and
Contractor acknowledges that any breach of this Agreement would cause
irreparable injury to Company for which monetary damages would not be an
adequate remedy and, therefore, Company and Contractor will be entitled to
injunctive relief (including specific performance).  The rights and
remedies provided to each Party in this Agreement are cumulative and in addition
to any other rights and remedies available to such Party at law or in
equity.

       

      13.7           Construction.  Section headings
are included in this Agreement merely for convenience of reference; they are not
to be considered part of this Agreement or used in the interpretation of this
Agreement.  When used in this Agreement, “including” means “including
without limitation.”  Whenever Company’s consent or approval is
required under this Agreement, Company may grant or deny its consent or approval
in its sole and absolute discretion, except as otherwise expressly provided
herein.  No rule of strict construction will be applied in the
interpretation or construction of this Agreement.  In the event of any
conflict between this Agreement and a Statement of Work, this Agreement will
control unless the Statement of Work expressly refers to the Parties’ intent to
alter the terms of this Agreement with respect to that Statement of
Work.

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      13.8           Waiver.  All waivers must
be in writing and signed by the Party to be charged.  Any waiver or
failure to enforce any provision of this Agreement on one occasion will not be
deemed a waiver of any other provision or of such provision on any other
occasion.

       

      13.9           Time Is of the Essence. Time
is of the essence in the performance of the Services and Contractor’s other
obligations under this Agreement.

       

      13.10         Entire Agreement;
Amendments. This Agreement is the final, complete, and exclusive
agreement of the Parties with respect to the subject matter hereof and
supersedes and merges all prior or contemporaneous communications and
understandings between the Parties, including without limitation that certain
(i) Advisor Agreement dated November 24, 2008 between Company’s wholly-owned
subsidiary, MedEnclosure, L.L.C., and Contractor and (ii) Letter of Intent dated
December 5, 2008 between Company and Contractor.  No modification of
or amendment to this Agreement will be effective unless in writing and signed by
the Party to be charged.

       

      In Witness
Whereof, the Parties have executed this Agreement as of the Effective
Date.

       

      
      

       

      
        	 	“COMPANY”
	 	 	 
	 	
                 CPC
      of America, Inc.,

                a Nevada
      corporation

              
	 	 	 
	 	By:	        
      /s/ Rod A. Shipman
	 	 	Rod A.
    Shipman
	 	 	Chief Executive
      Officer
	 	 	 
	 	“CONTRACTOR”
	 	 
	 	        
      /s/ Olex Hnojewyj
	 	
                Olex
      Hnojewyj

                an individual

              


      

       

      16

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
A

       

      Form
Statement of Work

       

      This
Statement of Work is incorporated into the Product Development Agreement dated
March 9, 2009 by and between CPC of America, Inc., a Nevada corporation (“Company”), and Olex Hnojewyj,
an individual (“Contractor”) (for the
purposes of this Statement of Work, the “Agreement”).  This
Statement of Work describes Services and Deliverables to be performed and
provided by Contractor pursuant to the Agreement.  If any item in this
Statement of Work is inconsistent with the Agreement prior to such
incorporation, the terms of this Statement of Work will control, but only with
respect to the Services to be performed under this Statement of
Work.  All capitalized terms used and not expressly defined in this
Statement of Work will have the meanings given to them in the
Agreement.

      


      1.           Fees.  In full
consideration for Contractor’s timely and satisfactory performance of the
Services and providing of the Deliverables in accordance with this Statement of
Work, Contractor will be compensated by Company’s issuance to Contractor a
number of shares of Common Stock equal to the quotient obtained by dividing
$______ by the Market Price on the date of ____________.

      


      2.           Business,
Technical, and Other Specifications

       

      


       

      


       

      


       

      


       

      


       

      


       

       

      o                
Additional sheets attached

       

      


       

      


       

      


       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

      


       

      3.           Scope
of Services

       

      


       

      


       

       

      


       

      


       

       

      o          
Additional sheets attached

       

      


       

      4.           Development
Schedule.  Attach milestones and timeline.

       

      (Check box if none:  o  )

       

      


       

      


       

      


       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

      


       

      


       

      


       

       

      


       

       

      
        
          	
                	
                  o

                	
                  Additional
      sheets attached

                


        

      

       

       

      5.           Background
Technology Disclosure

       

      a.           Except
as listed in Section 5(b) below, the following is a complete list of all
Background Technology:

       

      
        	
              	
                o

              	
                None

              


      

                 

      
        	
              	
                o

              	
                See
      immediately below:

              


      

                 

      
        	
              	
                o

              	
                ____________________________________

                 

                ____________________________________

              


      

       

      
        	
              	
                o

              	
                
                  Additional sheets
attached

                

              


      

       

      b.           Due
to a prior confidentiality agreement, Contractor cannot complete the disclosure
under Section 5(a) above with respect to the following Background
Technology:

       

      
        	
                Invention
      or Improvement and reason for not disclosing more
    information

              	
                Party(ies)
      Imposing Confidentiality Obligations

              	
                Relationship

              


      

       

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

       

      1.

      2.

      3.

      
        4.

        5.

      

       

      
         

        
          	
                	
                  o

                	
                  
                    Additional sheets
attached

                  

                


        

                   

      

      
        	
                6. 

              	
                Third-Party
      Technology Disclosure

              


      

       

      The
following is a complete list of all Third-Party Technology:

       

      
        
          	
                  o

                	
                  None

                


        

                   

        
          	
                  o

                	
                  See
      immediately below:

                


        

                   

        
          	
                  o

                	
                  ____________________________________

                   

                  ____________________________________

                


        

         

         

        
          	
                  o

                	
                  
                    Additional sheets
attached

                  

                


        

        
 

      

       

      7.           Items
(if any) licensed by Company to Contractor solely for the purpose of
Contractor’s performance of the Services required in this Statement of Work, and
any additional licensing restrictions.

       

      


       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

      


       

      
         

        
          	
                	
                  o

                	
                  
                    Additional sheets
attached

                  

                


        

        


      

       

      All
licensed items are provided "AS IS", and Company expressly disclaims any and all
warranties, whether implied, express, or statutory, including the implied
warranties of merchantability, fitness for a particular purpose, title,
noninfringement, accuracy, and quiet enjoyment.

       

      


      
      

       

      
        	Company	 	Contractor
	
                 

                Signed:

              	 	 	Signed:	 
	
                 

                Name: 

              	 	 	 	 
	
                 

                Title: 

              	 	 	 	 
	
                 

                Dated: 

              	 	 	
                Dated: 

              	 


      

      
A-5

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
B

       

      ASSIGNMENT
OF COPYRIGHT

       

       

      For good
and valuable consideration which has been received, the undersigned sells,
assigns and transfers to [Company,] a [__________] corporation, and its
successors and assigns, the copyright in and to the following work, which was
created by the following indicated author(s):

       

      Title:
__________________________________________________________________________

       

      Author(s):
______________________________________________________________________

       

      Copyright
Office Identification No. (if any):

       

      and all
of the right, title and interest of the undersigned, vested and contingent,
therein and thereto.

       

      Executed this _______ day of
__________, 20___.

       

      Signed:
________________________________

       

      Printed
Name: ___________________________

       

      B-1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
C

       

      ASSIGNMENT
OF PATENT APPLICATIONS

       

      
        	
                Company

              	
                 

              	 	
                Contractor

              	 
	
                 

                Name:

              	
                 

              	 	
                 

                Name:                                                    

              	 
	
                 

                Entity
      Type:

              	 	 	
                 

                Entity
      Type: 

              	 
	
                 

                Address:

              	 	 	
                 

                Address: 

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


      

       

      Whereas the person identified as
Contractor above (“Contractor”) owns all right,
title, and interest in and to the U.S. patent applications listed in Schedule
C-1 (the “Patent
Applications”); and

       

      Whereas the entity identified as
Company above (“Company”) desires to acquire
Contractor’s entire right, title, and interest in and to the Patent
Applications, and in and to the inventions disclosed in the Patent Applications,
and to the Future Patents (as hereinafter defined);

       

      Now
therefore, for and in consideration of one dollar ($1.00) payable upon demand
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Contractor does hereby sell, assign, and transfer to
Company and its successors, assigns, and legal representatives, all right,
title, and interest in and to the Patent Applications, and to all future patents
which may be granted therefor throughout the world, and all divisions, reissues,
reexaminations, substitutions, continuations, continuations-in-part, utility
conversions, and extensions thereof (collectively, “Future Patents”), together
with all claims, causes of action, and damages for past infringement, if any, of
said Patent Applications and Future Patents; and Contractor hereby authorizes
and requests the United States Patent and Trademark Office and other patent
offices throughout the world to issue all Future Patents resulting therefrom
(insofar as Contractor’s interest is concerned) to Company.

       

      Contractor
also hereby sells, assigns, and transfers to Company and its successors,
assigns, and legal representatives all right, title, and interest to the
inventions disclosed in the Patent Applications and Future Patents throughout
the world, including the right to file applications for and obtain patents,
utility models, and industrial models, and designs for such inventions in
Company’s own name throughout the world including all rights of priority, all
rights to publish cautionary notices reserving ownership of such inventions, and
all rights to register such inventions in appropriate registries; and Contractor
further agrees to execute any and all powers of attorney, applications,
assignments, declarations, affidavits, and any other papers in connection
therewith reasonably necessary to perfect such right, title, and interest in
Company and its successors, assigns, and legal representatives.

       

       

      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

       

      In
witness whereof, Contractor has caused this instrument to be executed by its
duly authorized corporate officer, effective this ____ day of _________,
200_.


      
      

       

       

      
        	 	
                “Contractor”

                 

                 

              	 
	 	Signed:	 
	 	
                 

                Name:

              	 
	 	
                 

                Title: 

              	 


      

       

       

       

      
        
          

        

      

       

      State
of:

       

      County
of:

       

      


       

      The preceding Assignment was
acknowledged before me this _ day of ____ by __________.

       

      


       

      _____________________________

       

      Notary Public

       

      My
Commission Expires:

       

       

      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

       

      Schedule
C-1

       

      Patent
Applications

       

      
        	
                Application
      No.

              	
                Title

              	
                Filing
      Date

              
	 
      	 
      	 
      


      

      


       

      


       

       

       

       

      Schedule
C-1