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chemistries” to be used on food supplies. Petitioner’s duties
included developing pesticides for sale and developing
intellectual property patents to protect the pesticides
developed. Under the contract, ProGuard paid to petitioner
$10,000 per month as compensation for these services. The
contract provided that petitioner was entitled to 15 percent of
the net profits of products sold by ProGuard as a result of his
developments for the company. The contract provided for the
treatment of proprietary rights of the parties as follows:
New Developments
7.01 Emerson agrees that all designs, plans,
reports, specifications, drawings, inventions,
processes, and other information or items produced by
Emerson while performing services under this agreement
will be assigned to ProGuard as the sole and exclusive
property of ProGuard and ProGuard’s assigns, nominees,
and successors, as will any copyrights, patents, or
trademarks obtained by Emerson while performing
services under this agreement. On request and at
ProGuard’s expense, Emerson agrees to help ProGuard
obtain patents and copyrights for any new developments.
This includes providing data, plans, specifications,
descriptions, documentation, and other information, as
well as assisting ProGuard in completing any required
application or registration. ProGuard shall become the
registrant of all products, shall acquire title to all
patents and right to such products and shall produce,
package and sell all products.
Successful “Start-Up” Phase
7.01(a) If and when the “start-up” phase is
deemed by ProGuard to be successful and of sufficient
size to warrant its own identity, a new identity may be
formed which would handle the sales and marketing of
the “start-up” products. The parties’ respective
interests in the new entity shall be based on capital
invested with Emerson owning 15% [capital interest] and
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Last modified: May 25, 2011