1. Evaluation of Invention. Inventor is the owner of record of the invention, product, or process (the "Invention"). In consideration of the execution of this Agreement, Lightning Launch shall evaluate the Invention. If Lightning Launch determines in its sole discretion that the Invention is commercially feasible, it shall enter into a separate agreement with Inventor for its services and compensation to present the Invention to one or more companies that may be interested in commercializing the Invention ("Interested Company(ies)").
2. No Obligation to Offer Services. Inventor understands and agrees that Lightning Launch, shall have the sole discretion to decide whether to offer its services to Inventor for the Invention; and it shall not be obligated in any way or at any time to provide its services to Inventor for the Invention unless and until Lightning Launch enters into a properly executed written agreement with Inventor, and then only according to all the terms of said agreement.
3. Invention Materials. Concurrent with the execution of this Agreement, Inventor must provide to Lightning Launch all documentation, including but not limited to drawings and models or working prototypes of the Invention and patent and trademark numbers, (the "Invention Materials"). Unless and until Lightning Launch receives the Invention Materials, it will not consider the Invention.
4. Representations and Warranties. Inventor represents and warrants to Lightning Launch that: (a) the Invention is an original creation; (b) Inventor is the only person who has originated the Invention; (c) Inventor is the owner of all right, title, and interest in the Invention; (d) to the best of Inventor's knowledge and due diligence, no rights of a third party (including patent rights) would be infringed by Lightning Launch's receipt of the Invention Materials, (e) the Invention is not representative or similar to a concept, design or technique already being distributed in the market; and; (f) if the Invention is selected by Lightning Launch Inventor may, and has the legal right to, enter into a contract with Lightning Launch for its services and to grant licenses to Interested Companies. Inventor agrees to indemnify and hold Lightning Launch, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of a breach by Inventor breach of the representations and warranties contained in this Section 4.
5. Confidentiality. Lightning Launch shall treat the Invention as confidential and not disclose the Invention to any third party; provided, however, that Lightning Launch may disclose the Invention to a third party that has executed a confidentiality agreement with Lightning Launch for the purpose of considering the commercialization of the Invention. Lightning Launch has the right to disclose the Invention and Invention Materials to its employees and contractors in order to evaluate the Invention. This Agreement imposes no obligation of confidentiality upon Lightning Launch with respect to any information (i) that was in Lightning Launch's possession before receipt from Inventor; (ii) is or becomes a matter of public knowledge through no fault of Lightning Launch; (iii) is rightfully received by Lightning Launch from a third party not owing a duty of confidentiality to the Inventor; (iv) is disclosed without a duty of confidentiality to a third party by, or with the authorization of, Inventor; or (v) is independently developed by Lightning Launch.
6. No Admission of Validity. The fact that Lightning Launch is willing to consider and review the Invention and the Invention Materials is not to be construed as an admission on its part that the Invention is new. There may be similar concepts, designs and techniques similar to the Invention that may already be known to Lightning Launch, in the public domain, in prior art patents, in the known works of others or obvious from other works known or in development. If any of the foregoing applies to the Invention, Lightning Launch will be under no obligation to perform services for Inventor, or to compensate Inventor if any party for which Lightning Launch performs services develops a similar invention idea. If Lightning Launch decides to enter into negotiations with Inventor for its services, or perform services for Inventor, any such negotiation or services shall not in any way prejudice Lightning Launch, nor shall it be deemed an admission of the novelty of the Invention or of priority or originality on the part of the Inventor or of any other person.
7. Decision Not to Offer Services. If Lightning Launch decides not to offer its services to and enter into negotiations with Inventor, Lightning Launch will notify Inventor of its decision and this Agreement shall terminate without further obligation or liability by Lightning Launch to Inventor. Notwithstanding its decision not to offer its services to Inventor, Lightning Launch may retain the Invention Materials; and Section 4 shall survive the termination indefinitely.
8. General. This Agreement sets forth the entire agreement between the parties with regard to the subject matter of this Agreement. This Agreement applies to Lightning Launch and Inventor, and their respective employees, agents, advisors and affiliated companies. This Agreement also applies to any additional written or oral disclosures, which Inventor might make incidental to the Invention and the Invention Materials. This Agreement may be amended or superseded only by a subsequent written agreement signed by Inventor and Lightning Launch. This Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to the conflicts of laws rules contained there. All disputes under this Agreement will only be resolved in the state and federal courts located in Boston, Massachusetts. All of Lightning Launch's rights and obligations under this Agreement are freely assignable by Lightning Launch in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
9. Severability and Interpretation. In the event that a court of competent jurisdiction holds a provision of this Agreement invalid, the remaining provisions shall nonetheless be enforced in accordance with their terms. Further, in the event that any provision is held to be overbroad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and shall be enforced as amended.