Since the company does not wish to receive or hold any submitted materials "in confidence," it is agreed that no confidential relationship or obligation of secrecy is to be established between the submitter and the company with respect to the submitted ideas and materials. (Confidential relationships have been held to create obligations beyond those which the company is willing to assume. Also, because it may be necessary to refer a submission to a number of persons in the company, secrecy cannot be promised even though there is ordinarily no intention of giving publicity to submissions.)
The submitter, by this agreement, does not grant any rights to the company under existing or future patents. However, except for claims of patent infringement, the company shall have the unrestricted right to use and disclose any submitted ideas and materials. (The company seeks no licenses or other rights under patents by the Terms of Submission. Appropriate compensation for such rights may be determined by negotiations with the submitter if it is decided that the company is interested in the idea. We urge that the submitters be guided by their own attorneys as to the desirability of seeking patents and as to the fair value of any patent. Since patents are sometimes inadvertently granted on ideas which are, in fact, old or obvious, the company reserves its rights to contest the validity, infringement or enforceability of any patent. Others may freely copy unpatented products and processes and, therefore, the company is unwilling to accept any restrictions on its use or disclosure of submitted ideas, except for claims arising under patents.)
An honorarium will be awarded to the submitter if the submitted ideas are original and new to the company and are adopted for use by the company. The amount of the honorarium will be established according to the company's reasonable judgment, but it will not in any event exceed $5,000. (The honorarium will be awarded under the above circumstances whether or not the idea is patented or capable of being patented. A limit of $5,000. is established, however, because ideas not subject to patent protection may be freely copied by competitors, without payment to anyone, once they are put into use. Payment of the honorarium does not give the company rights under any patents which the submitter has or may obtain, compensation for such rights being subject to negotiation as pointed out above.)
The submitter agrees to accept an honorarium, as awarded by the company at any time, in full settlement of any claims that the submitter may make against the company, except for claims of patent infringement. (The honorarium, when awarded, is intended to recognize the submitter's helpfulness to us and settles all claims other than those which might arise under valid patents.)
Any prior negotiations or agreements are merged into and superseded by these terms, which may not be modified or waived except in writing signed by a company officer or the company's Chief Patent Counsel.
This Agreement, and the relationship established hereunder, shall be interpreted and construed in accordance with the internal laws of the State of New York, without regard to its principles of conflicts of laws, and with the same force and effect as if fully executed and performed therein.