COMPROMISE AGREEMENT AND MUTUAL RELEASE

This Compromise Agreement and Mutual Release (the “Agreement”) is entered this ____ day of ___________, [YEAR] (the “Effective Date”) by and between [COMPANY], LLC, a [STATE] limited liability company, with an address at [ADDRESS] (“[COMPANY]”), and [INDIVIDUAL], an individual, with an address at [ADDRESS] ("[INDIVIDUAL]"). [COMPANY] and [INDIVIDUAL] are referred to herein individually as “party” and collectively as “parties”.

RECITALS

WHEREAS, [COMPANY] and [INDIVIDUAL] entered into an employment agreement, dated [DATE] (the “Employment Agreement”);

WHEREAS, [INDIVIDUAL] and [INDIVIDUAL] (“[INDIVIDUAL]”) invented the inventions described in U.S. Patent Application Serial No. [____] (the “Patent Application”) for the development of any product or those products that would infringe at least one Valid Claim of any patent issuing, in the U.S. or abroad, from the Patent Application (the "Product(s)");

WHEREAS, [INDIVIDUAL] and [INDIVIDUAL] assigned all rights, title and interest in and to the Patent Application to [COMPANY] pursuant to an Assignment, dated _______________ (the “Assignment”);

WHEREAS, [COMPANY] and [INDIVIDUAL] entered into a Royalty Ageement, dated the ________ day of _____________, 2008 (the “Royalty Agreement”) wherein [COMPANY] was willing to pay [INDIVIDUAL] certain agreed upon royalties, on the terms and subject to the conditions set forth in this Agreement, in exchange for the Assignment and [INDIVIDUAL]’ services in connection with [COMPANY]’ development and design of the Products (the “Services”).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Nature and Effect of Agreement. This Agreement consists of a compromise and settlement by each party of that party's past, present, or future claims, demands, obligations, or causes of action, whether based on contract, or other theories of recovery of whatsoever kind and character that the party now has or may hereafter have against the other party. By executing this Agreement, each of the parties intends to and does hereby extinguish the obligations heretofore existing between them whether written or oral, contractual or otherwise. This Agreement is not, and shall not be treated as, an admission of any liability by either party for any purpose.

2. Nature and Status of Transaction. The parties to this Agreement amicably desire to compromise and extinguish any rights, obligations, or differences each party may have for and against the other party relating to certain agreements and understandings entered into between them at any time prior to the Effective Date, including, but not limited to, the Royalty Agreement and the Employment Agreement (collectively, the “Transaction(s)”).