INVENTOR AGREEMENT

THIS INVENTOR AGREEMENT (the "Agreement") is made this __ day of ____________, 2016 by and between DIBZY, LLC, having its principal place of business at 3644 Eastern Avenue, Cincinnati, Ohio 45226 ("DIBZY") and __________________ ("Inventor"), having a principal place of business at _________________________________.

W I T N E S S E T H:

WHEREAS, the Inventor is in the design business and possesses substantial knowledge with respect to the industry in which DIBZY conducts its business; and WHEREAS, DIBZY desires to partner with the Inventor specifically for the purposes of licensing or selling the Inventor Items (as defined herein). NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, DIBZY and Inventor agree as follows:
  1. Definition of Inventor Items. The term "Inventor Items" shall be defined as the concepts for those certain items that are: (i) conceived by Inventor from and after the date first above written, (ii) submitted by Inventor in writing to DIBZY, and (iii) approved by DIBZY. See Exhibit "A" for list of original items.  From time to time, and upon agreement of both Inventor and DIBZY, the list of "Inventor Items" may be amended following the execution of Exhibit "B."
  1. Term. The term of this Agreement shall continue for as long as the items covered by this Agreement shall continue to be manufactured or sold, unless terminated under the provisions of this Agreement.
  1. Price and Payment. In consideration for the concepts provided by the Inventor to DIBZY pursuant to Section 2 hereof, DIBZY shall pay the Inventor: (i) 60% of any up-front sale and/or partial or complete buy-out and/or royalties in an amount mutually agreeable to Inventor and Dibzy (the "Fees"), and (ii) on a quarterly basis, royalties equal to 60 percent (60%) of the net sales of the Inventor Items to customers ("Royalties"). Payment of Fees shall be due within thirty (30) days of their determination by Inventor and DIBZY pursuant to subsection (i) above, and payment of Royalties shall be due within thirty (30) days after the close of a calendar quarter for net sales made during the previous calendar quarter. Net sales are defined as the invoice price less normal trade discounts and allowances.
  1. Records and Adjustments. DIBZY shall maintain records and accounts (collectively, "Records") with respect to the sale of the Inventor Items. Inventor shall have the right to examine on no more than an annual basis during normal business hours with reasonable prior notice to DIBZY, all Records bearing upon Royalties to be paid by DIBZY to Inventor, pursuant to Section 3 of this Agreement. If DIBZY has made an underpayment of Royalties, pursuant to Section 3, DIBZY shall promptly deliver to Inventor a check for the difference between Royalties, which should have been paid by DIBZY to Inventor for net sales during the previous calendar quarter and Royalties actually paid by DIBZY to Inventor. Moreover, if the underpayment of Royalties is ten percent (10%) or more of the amount due in any calendar quarter, Inventor shall have the right to terminate the Agreement upon the provision of written notice to DIBZY.
  1. Intellectual Property. DIBZY acknowledges and agrees that this engagement for the design of the Inventor Items shall be deemed a "limited time partnership" engagement and that all ideas, concepts, inventions or improvements (collectively, "Intellectual Property") made or conceived by Inventor during its engagement by DIBZY which directly relate to the Inventor Items, shall remain shared property of Inventor and Dibzy for 12 months from the date of this Agreement. During that 12 month period, Inventor acknowledges that Dibzy is authorized to represent to third-parties that it has full authority to pursue licencing agreements and/or to make arrangements to sell the Inventor Items. If no licensing agreement or sale is secured within 12 months of Agreement, the intellectual property reverts back to Inventor as sole owner of the concepts unless otherwise arranged.
  1. Double Indemnification. Because Inventor’s engagement for the design of the Product shall be deemed a work-for-hire engagement, DIBZY shall, at its expense, defend, indemnify, and save and hold Inventor harmless from and against any and all liabilities, claims, causes of action, suits, damages, and expenses, including reasonable attorney’s fees and expenses for which Inventor becomes liable or may incur or be compelled to pay arising from any defect in the items produced by DIBZY or the manufacture, labeling, sale, distribution or advertisement of the items by DIBZY in violation of any law or regulation in the territory. Inventor shall, at its expense, defend, indemnify, and save and hold DIBZY harmless from and against any and all liabilities, claims, causes of action, suits, damages, and expenses, including reasonable attorney’s fees and expenses for which DIBZY becomes liable or may incur or be compelled to pay by reason of a third party claim that any of the Intellectual Property infringes upon any intellectual property right or other right of a third party.
  1. Relationship of the Parties. It is hereby acknowledged and agreed that the parties hereto are independent contractors and that neither party is the agent, employee or legal representative of the other party and neither party shall hold itself out as such. This Agreement does not create and shall not be deemed to create a relationship of partners, joint venturers, associates, or principal and agent between the parties hereto and the parties acknowledge that they each are acting as principals hereunder.
  1. Successors. This Agreement shall be binding upon and inure to the benefit of DIBZY and Inventor and their respective successors, permitted assigns, heirs, executors, administrators and legal representatives.
  1. Assignment. This Agreement, and all rights and obligations hereunder, may not be assigned by Inventor without the written consent of DIBZY, said consent not to be unreasonably withheld or delayed. DIBZY may freely assign this Agreement to a third party upon the provision of prior written notice to Inventor.
  1. Notices. All notices and other communications to be made or given under this Agreement shall be in writing and sent by registered or certified mail, return receipt requested, postage prepaid, or by a recognized overnight delivery services, receipt requested, to a party at the address first above written or as specified in writing. Any notice or other communications sent in the manner set forth above shall be deemed to have been given and received upon receipt, if delivered by an overnight service, or three (3) days after deposit in the U.S. mail.
  1. Entire Agreement. This Agreement constitutes the full and complete understanding and agreement of Inventor and DIBZY respecting the subject matter hereof, and supersedes all prior understandings and agreements, oral or written, express or implied. This Agreement may not be modified or amended orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
  1. Governing Law Jurisdiction. In the event of a dispute arising under this Agreement, the Hamilton County Court of Common Pleas, Hamilton County, Ohio and the United States District Court for the Southern District of Ohio (Western Division) shall have exclusive co-jurisdiction to resolve such a dispute. Both parties consent to the jurisdiction of these courts, and waive any defense of lack of personal jurisdiction, lack of subject matter jurisdiction and/or lack of proper venue.
  1. No Waiver. No waiver by either party of any conditions or of the breach by the other of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed or construed as a continuing or further waiver of any condition, or of the breach of any other term or covenant set forth in this Agreement. Moreover, the failure of either party to exercise any right hereunder shall not bar the later exercise hereof.
  1. Invalidity or Unenforceability. If any term or provision of this Agreement is held to be invalid or unenforceable, for any reason, such invalidity or unenforceability shall not affect any other term or provision hereof and this Agreement shall continue in full force and effect as if such invalid or unenforceable term or provision (to the extent of the invalidity or unenforceability) had not been contained herein.
  1. Counterparts. This Agreement may be executed in one or more counterparts, which together shall constitute one original.


{THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

DIBZY, LLC.


By:_______________________________________


__________________________________________


____________________(Inventor)


By:_______________________________________


__________________________________________


                                                                   

EXHIBIT A

ORIGINAL LIST OF INVENTOR ITEMS

 


Inventor Name:

Address:

E-Mail:

Phone:

Concept List/Description:

 


EXHIBIT B

AMENDED LIST OF INVENTOR ITEMS

 


Inventor Name:

Address:

E-Mail:

Phone:

Concept List/Description:

 


By signing below, the parties agree to amend the Inventor Agreement previously executed by them on or about _________________, 2016 to include the concepts identified above.

___________________________________                                            ________________________________

By: ______________________________                                          By: ______________________________

DIBZY, LLC                                                                                            ________________________("Inventor")