Challenge-Specific Agreement – Transferred IP

PLEASE READ THIS CAREFULLY! You  ("Innovator”) and                                                                          ("Challenge Sponsor”) are entering into this Challenge-Specific Agreement ("CSA”) for this particular incentive-based competition ("Challenge”) only. In order to participate in this Challenge, Innovator must accept these terms, and therefore should take the time to understand them.

If Innovator clicks "Accept" and proceeds to register for this Challenge, this CSA will be a valid and binding agreement between Innovator and Challenge Sponsor and is in addition to the existing HeroX Terms of Use for all purposes relating to this Challenge. Innovator should print and keep a copy of this CSA. No provisions that Innovator may have agreed to that are specific to any other individual challenge will apply.

1.     Definitions.

1. "Assigned Property” means all Intellectual Property and Intellectual Property Rights forming a part of, embodied, in or necessary for use of the Submission.

1. “Intellectual Property” means all technology and intellectual property, regardless of form, including without limitation: published and unpublished works of authorship, including without limitation audiovisual works, collective works, computer programs, compilations, databases, derivative works, literary works, maskworks, and sound recordings (“Works of Authorship”); inventions and discoveries, including without limitation articles of manufacture, business methods, formulas, designs, ideas, techniques, systems, compositions of matter, improvements, machines, methods, and processes and new uses for any of the preceding items (“Inventions”); words, names, symbols, devices, designs, and other designations, and combinations of the preceding items, used to identify or distinguish a business, good, group, product, or service or to indicate a form of certification, including without limitation logos, product designs, and product features (“Trademarks”); and information that is not generally known or readily ascertainable through proper means, whether tangible or intangible, including without limitation algorithms, customer lists, ideas, designs, formulas, know-how, methods, processes, programs, prototypes, systems, and techniques (“Confidential Information”).

1. “Intellectual Property Rights” means all rights in, arising out of, or associated with Intellectual Property in any jurisdiction, including without limitation: rights in, arising out of, or associated with Works of Authorship, including without limitation rights in maskworks and databases and rights granted under the Copyright Act (“Copyrights”); rights in, arising out of, or associated with Inventions, including without limitation rights granted under the Patent Act (“Patent Rights”); rights in, arising out of, or associated with Trademarks, including without limitation rights granted under the Lanham Act

(“Trademark Rights”); rights in, arising out of, or associated with Confidential Information, including without limitation rights granted under the Uniform Trade Secrets Act (“Trade Secret Rights”); rights in, arising out of, or associated with a person’s name, voice, signature, photograph, or likeness, including without limitation rights of personality, privacy, and publicity (“Personality Rights”); rights of attribution and integrity and other moral rights of an author (“Moral Rights”); and rights in, arising out of, or associated with domain names (“Domain Name Rights”).

1. Submissions. By participating in this Challenge, Innovator may submit to Challenge Sponsor submission materials ("Submission”), as outlined in the Challenge Guidelines specific to this challenge on HeroX.com, for the Challenge to which this CSA relates. By submitting a Submission, Innovator thereby agrees to provide reasonable assistance and additional information concerning the Submission to Challenge Sponsor, if requested.
2. Acceptance of Submission and License to Use. Challenge Sponsor will notify Innovator if Submission has been selected for a prize ("Prize”), as outlined in the Challenge Guidelines, according to the schedule set forth in the Challenge Guidelines. Challenge Sponsor will judge all Submissions against the criteria set forth in the Challenge Guidelines and determine, in its sole discretion, which Submission best addresses the Challenge Guidelines. Challenge Sponsor has absolute and sole discretion to determine whether to accept the Innovator Submission, or any Submission, and whether to make a Prize, multiple Prizes or any Prize. The meeting of the Challenge Guidelines does not automatically mean that the Submission will be eligible for a Prize. Submissions must NOT contain or include Intellectual Property Rights in respect of which a third party owns or controls the Intellectual Property Rights. With respect to Trademark Rights, Submissions and descriptions thereof may not include trademarks or trade names of corporations or entities without the permission of their owners. By entering, Innovator represents and warrants that:

a.     Innovator’s entire Submission is an original work by Innovator and Innovator has not included any third-party Intellectual Property or any other third-party content (such as writing, text, graphics, artwork, logos, photographs, dialogue from plays, likeness of any third party, musical recordings, clips of videos, television programs or motion pictures) in or in connection with the Submission, unless requested by the Challenge Sponsor and/or disclosed by Innovator in the Submission;

1. no person or entity other than Innovator has any right, title or interest in any part of the Submission, including any Intellectual Property associated therewith;
2. unless otherwise disclosed in the Submission, the use thereof by Challenge Sponsor, or the exercise by Challenge Sponsor of any of the rights granted by Innovator under this Agreement, does not and will not infringe or violate any rights of any third party or entity, including, without limitation, Intellectual Property, defamation, privacy, publicity, false light, misappropriation, intentional or negligent infliction of emotional distress, confidentiality, or any contractual or other rights;
3. Innovator has all the rights, licenses, permissions, Intellectual Property Rights, and consents necessary to submit the Submission and to grant all of the rights that Innovator has granted to Challenge Sponsor hereunder, including the right for Challenge Sponsor to use and develop derivative works of and from the Submission;
4. all persons who were engaged by Innovator to work on the Submission or who appear in the Submission in any manner have:
   1. given Innovator their express written consent to submit the Submission for unlimited, royalty-free use, exhibition and other exploitation in any manner and in any and all media, whether now existing or hereafter discovered, throughout the world, in perpetuity;
   2. provided written permission to include their name, image or pictures in or with the Submission (or if a minor who is not Innovator’s child, Innovator must have the permission of their parent or legal guardian) and Innovator may be asked by Challenge Sponsor to provide permission in writing;
   3. no claims for payment of any kind, including, without limitation, for royalties or residuals;
   4. no approval or consultation rights or any rights of participation arising out of any use, exhibition or other exploitation of the Submission; and

1. not been and are not currently under any union or guild agreement that results in any ongoing obligations resulting from the use, exhibition or other exploitation of the Submission;
2. Innovator understands, recognizes and accepts that Challenge Sponsor has access to, may create or has created materials and ideas which may be similar or identical to the Submission in concept, theme, idea, format or other respects. Innovator acknowledges and agrees that Challenge Sponsor shall have the right to use such same or similar materials, and that Innovator will not be entitled to any compensation arising from Challenge Sponsor's use of such materials. In the event that Innovator’s entry is identical or similar to the Submission of another Competitor, Challenge Sponsor reserves the right, at the sole discretion of Challenge Sponsor, to either score one Submission higher than the other subject to the Challenge Guidelines or to randomly choose a Submission from all of those submitted which respond to the Challenge Guidelines.

4.     License Rights.

1. Rights Granted. By submitting a Submission to this Challenge, for all Intellectual Property Rights related to the Submission, Innovator grants to Challenge Sponsor and its parent companies, child companies, licensees, successors in-part or in whole, and assignees, a non-exclusive, transferable, royalty-free, perpetual, worldwide, irrevocable, unconditional, right and license to use, copy, distribute, reproduce, adapt, publicly display, publicly perform, digitally perform, transmit, broadcast, telecast, advertise, create derivative works, and market products in any manner and medium now known or hereafter devised throughout the world in perpetuity.
2. Right Granted. By submitting a Submission to this Challenge, Innovator agrees to the requirement described in the Challenge Guidelines that requires each Innovator, should the Innovator be awarded a Prize, to perpetually, irrevocably, and unconditionally assign to the Challenge Sponsor all right, title, and interest in and to the Intellectual Property throughout the world in perpetuity by executing the Challenge Assignment And Transfer Agreement, attached as Exhibit A to this Agreement.

1. Other Contracts, Confidentiality, and Indemnification. Innovator agrees that Innovator will not disclose to Challenge Sponsor any information which Innovator is under an existing contractual or other legal obligation to maintain in confidence or otherwise does not have the right to sell or license. Innovator agrees that Innovator will not discuss any confidential information of Innovator’s own, other parties, or Challenge Sponsor unless Innovator is specifically using the HeroX website to do so.  Should Innovator’s participation in the Challenge be found to breach any legal obligations Innovator may have with other third parties or in the event of a breach of the confidentiality obligations in this Section 5, Innovator agrees to defend, indemnify and hold harmless Challenge Sponsor, its and their respective officers, directors, employees, agents, licensors, and suppliers, from and against all claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, arising in connection with such unauthorized and prohibited disclosure.
2. Acknowledgement and Confidentiality. Submission may not be acknowledged and will not be received or held "in confidence." The act of submitting a Submission does not automatically create a confidential relationship or obligation of secrecy between Innovator and any of the entities involved in this Challenge. If the Submission is awarded a Prize, Exhibit A outlines the confidentiality requirements .
3. Changes and Cancellation. Challenge Sponsor has the right to make updates and/or make any changes to, or to modify the scope of the Challenge Guidelines, Challenge Schedule, and Winning Criteria at any time during the Challenge. Innovators are responsible for regularly reviewing the Challenge site to ensure they are meeting all rules and requirements of the

Challenge. Challenge Sponsor has the right to cancel the Challenge at any time, without warning or explanation, and to subsequently remove the Prize completely.

1. General Conditions. Challenge Sponsor has the right to verify each Innovator's eligibility and compliance with this CSA. Challenge Sponsor has the right to enforce the terms and conditions hereof directly against Innovator. Participation is conditioned on providing the data required in the online registration form. Innovators should direct any request to access, update, or correct information to Challenge Sponsor. Challenge Sponsor is not responsible for human error, theft, destruction, or damage to Submissions, or other factors beyond its reasonable control.
   1. Innovators should not register with multiple e-mail and/or street addresses. In the event of a dispute as to any Submission, the authorized account holder of the email address used to enter will be deemed to be the person who submitted the Submission. The authorized "account holder" is the natural person assigned an email address by an Internet access provider, online service provider or other organization responsible for assigning email addresses for the domain associated with the submitted address;
   2. Innovator is responsible for any related costs to complete activities related to solving the challenge;
   3. Innovator is responsible for obeying any local, national, and international laws in undertaking any activities related to solving the challenge;
   4. Innovator is responsible for obtaining any insurance related to activities performed to solve the challenge;
   5. Innovator is responsible for truthful representation of all activities undertaken to solve the challenge; Challenge Sponsor reserves the right, at any time, to verify such activities;
   6. Innovator is responsible for maintaining accurate records and truthfulness of metrics, or impact related to activities undertaken to solve the challenge; Challenge Sponsor is not responsible for calculating results, but reserves the right, at any time, to verify such information;
   7. Innovator is responsible for completing registration and submitting Submissions by the dates outlined in the Challenge Guidelines; Challenge Sponsor is not required to accept late registrations or late Submissions;
   8. Challenge Sponsor is not liable for any activities undertaken to solve the challenge;
   9. Challenge Sponsor has the right to disqualify an individual from the challenge at any time.
2. Representations and Warranties.  Innovator represents and warrants that:
   1. All information provided by Innovator regarding Innovator and, if applicable, its business ("Competitor Information") is true, accurate, current, and complete information and Innovator will maintain and update the Competitor Information to keep it true, accurate, current and complete.
   2. If Innovator is an individual representing a business or other entity, Innovator is authorized to enter into this Agreement on behalf of that business or entity.
   3. Unless otherwise disclosed in the Submission, Innovator is the owner of the Submission and the Submission does not infringe or violate any patent, copyright, trade secret, trademark or other third-party Intellectual Property Right.
   4. Innovator has the right to grant the license in the Submission as required by Section 4 of this CSA.
3. Conflict. In the case of any conflict between the terms of this CSA and the Terms of Use, this CSA controls.
4. Binding on Successors. This Agreement will inure to the benefit of, and be binding upon, the parties, together with their respective representatives, successors, and assigns, except that Assignor may not assign this Agreement without the consent of Assignee. Assignee may assign this Agreement in its discretion.

1. Governing Law and Jurisdiction. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York without reference to its conflict of laws provisions. With respect to any dispute arising out of or related to this Agreement, the parties consent to the exclusive jurisdiction of, and venue in, the federal and state courts located in New York County, New York.

1. Amendment and Waiver. This Agreement may not be amended or modified unless mutually agreed upon in writing by the parties and no waiver will be effective unless signed by the party from whom such waiver is sought. The waiver by any party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.

1. Severability. If any provision of this Agreement is held invalid by any court of competent jurisdiction, such invalidity will not affect the validity or operation of any other provision, and the invalid provision will be deemed severed from this Agreement.

1. Entire Agreement. This Agreement is the entire agreement concerning the subject matter hereof. It supersedes all prior and contemporaneous agreements, assurances, representations, and communications between the parties.

EXHIBIT A

CHALLENGE ASSIGNMENT AND TRANSFER AGREEMENT

This Assignment and Transfer Agreement ("Agreement”) is made as of                                                            , 20                                             ("Effective Date”) between the  challenge winner          ("Assignor”), and the challenge sponsor                ("Assignee”). In consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:

1.  Definitions

1. "Assigned Property” means the property listed in Schedule A, and all Intellectual Property and Intellectual Property Rights forming a part of, embodied, in or necessary for use of the property.

1. “Intellectual Property” means all technology and intellectual property, regardless of form, including without limitation: published and unpublished works of authorship, including without limitation audiovisual works, collective works, computer programs, compilations, databases, derivative works, literary works, maskworks, and sound recordings (“Works of Authorship”); inventions and discoveries, including without limitation articles of manufacture, business methods, formulas, designs, ideas, techniques, systems, compositions of matter, improvements, machines, methods, and processes and new uses for any of the preceding items (“Inventions”); words, names, symbols, devices, designs, and other designations, and combinations of the preceding items, used to identify or distinguish a business, good, group, product, or service or to indicate a form of certification, including without limitation logos, product designs, and product features (“Trademarks”); and information that is not generally known or

readily ascertainable through proper means, whether tangible or intangible, including without limitation algorithms, customer lists, ideas, designs, formulas, know-how, methods, processes, programs, prototypes, systems, and techniques (“Confidential Information”).

1. “Intellectual Property Rights” means all rights in, arising out of, or associated with Intellectual Property in any jurisdiction, including without limitation: rights in, arising out of, or associated with Works of Authorship, including without limitation rights in maskworks and databases and rights granted under the Copyright Act (“Copyrights”); rights in, arising out of, or associated with Inventions, including without limitation rights granted under the Patent Act (“Patent Rights”); rights in, arising out of, or associated with Trademarks, including without limitation rights granted under the Lanham Act (“Trademark Rights”); rights in, arising out of, or associated with Confidential Information, including without limitation rights granted under the Uniform Trade Secrets Act (“Trade Secret Rights”); rights in, arising out of, or associated with a person’s name, voice, signature, photograph, or likeness, including without limitation rights of personality, privacy, and publicity

(“Personality Rights”); rights of attribution and integrity and other moral rights of an author (“Moral Rights”); and rights in, arising out of, or associated with domain names (“Domain Name Rights”).

1. Assignment. Assignor hereby perpetually, irrevocably, and unconditionally assigns, transfers, and conveys to Assignee and its successors and assigns, all of Assignor’s right, title, and interest in and to the Assigned Property. Assignor further perpetually, irrevocably, and unconditionally assigns, transfers, and conveys to Assignee and its successors and assigns all claims for past, present and future infringement or misappropriation of the Intellectual Property Rights included in the Assigned Property, including all rights to sue for and to receive and recover all profits and damages accruing from an infringement misappropriation prior to the Effective Date as well as the right to grant releases for past infringements. Assignor hereby waives and agrees not to enforce all Moral Rights and all Personality Rights that Assignor may have in the Assigned Property.

1. Consideration. In consideration for assignments made by Assignor under this Agreement, Assignee will pay Assignor the challenge prize amount of $ 100,000 dollars for first place, If the winning solution requires a Color Additive Petition (CAP), the award will be paid in two installments:

Installment One of $50,000 will be paid upon the completion of a successful proof of concept.  Installment Two of $50,000 will be paid upon FDA approval of the CAP.

DETAILS: Many of the judging criteria will be on a relative basis. No absolute target value can be given other than to say that the goal is to identify a colorant that perfoms at least as well as FD&C Red #40 in the most possible attributes- safety, appearance, performance, cost, consumer acceptance,

etc. Commercially feasible concepts that do not win the main award may still be eligible for awards of lesser amounts at the sole discretion of the Day-Glo Color Group.

1. Confidentiality. Assignor must not use any Confidential Information assigned as part of the Assigned Property except for the benefit of Assignee. Assignor must not disclose such Confidential Information to third parties. Assignor must take reasonable steps to maintain the confidentiality and secrecy of such Confidential Information and to prevent the unauthorized use or disclosure of such Confidential Information. Any breach of these restrictions will cause irreparable harm to Assignee and will entitle Assignee to injunctive relief in addition to all applicable legal remedies.

1. Representations and Warranties. Assignor represents and warrants to Assignee that: Assignor exclusively owns all right, title, and interest in and to the Assigned Property; Assignor has not granted and will not grant any licenses or other rights to the Assigned Property to any third party; the Assigned Property is free of any liens, encumbrances, security interests, and restrictions on transfer; to Assignor’s knowledge, the Intellectual Property that is assigned as part of the Assigned Property does not

infringe Intellectual Property Rights of any third party; and there are no legal actions, investigations, claims, or proceedings pending or threatened relating to the Assigned Property.

1. Indemnification. Assignor will defend, indemnify, and hold harmless Assignee, and Assignee’s officers, directors, shareholders, successors, and assigns, from and against all losses, liabilities, and costs including, without limitation, reasonable attorneys’ fees, expenses, penalties, judgments, claims and demands of every kind and character that Assignee, its officers, directors, shareholders, successors, and assigns may incur, suffer, or be required to pay arising out of, based upon, or by reason of: the breach by Assignor of any of the representations or warranties made by Assignor under this Agreement; Assignor’s use of the Assigned Property prior to the date of this Agreement; or Assignor’s failure to perform its obligations under this Agreement.

7.  Further Assurances

1. Assistance. Assignor will take all action and execute all documents as Assignee may reasonably request to effectuate the transfer of the Assigned Property and the vesting of complete and exclusive ownership of the Assigned Property in Assignee. In addition, Assignor will, at the request and sole cost and expense of Assignee, but without additional compensation, promptly sign, execute, make, and do all such deeds, documents, acts, and things as Assignee may reasonably require:

1. to apply for, obtain, register, maintain and vest in the name of Assignee alone (unless Assignee otherwise directs) Intellectual Property Rights protection relating to any or all of the Assigned Property in any country throughout the world, and when so obtained or vested, to renew and restore the same;

1. to defend any judicial, opposition, or other proceedings in respect of such applications and any judicial, opposition, or other proceedings or petitions or applications for revocation of such Intellectual Property Rights; and

1. to assist Assignee with the defense and enforcement of its rights in any registrations issuing from such applications and in all Intellectual Property Rights protection in the Intellectual Property.

1. Power of Attorney. If at any time Assignee is unable, for any reason, to secure Assignor’s signature on any letters patent, copyright, or trademark assignments or applications for registrations, or other documents or filings pertaining to any or all of the Assigned Property, whether because of Assignor’s unwillingness, or for any other reason whatsoever, Assignor hereby irrevocably designates and appoints Assignee and its duly authorized officers and agents as its agents and attorneys- in-fact, to act for and on its behalf and stead to execute and file any and all such applications, registrations, and other documents and to do all other lawfully permitted acts to further the prosecution thereon with the same legal force and effect as if executed by Assignor.

8.  Miscellaneous

1. Injunctive Relief. A breach of this Agreement may result in irreparable harm to Assignee and a remedy at law for any such breach will be inadequate, and in recognition thereof, Assignee will be entitled to injunctive and other equitable relief to prevent any breach or the threat of any breach of this Agreement by Assignor without showing or proving actual damages.

1. Binding on Successors. This Agreement will inure to the benefit of, and be binding upon, the parties, together with their respective representatives, successors, and assigns, except that

Assignor may not assign this Agreement without the consent of Assignee. Assignee may assign this Agreement in its discretion.

1. Governing Law and Jurisdiction. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York without reference to its conflict of laws provisions.With respect to any dispute arising out of or related to this Agreement, the parties consent to the exclusive jurisdiction of, and venue in, the federal and state courts located in New York County, New York.

1. Amendment and Waiver. This Agreement may not be amended or modified unless mutually agreed upon in writing by the parties and no waiver will be effective unless signed by the party from whom such waiver is sought. The waiver by any party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.

1. Severability. If any provision of this Agreement is held invalid by any court of competent jurisdiction, such invalidity will not affect the validity or operation of any other provision, and the invalid provision will be deemed severed from this Agreement.

1. Entire Agreement. This Agreement is the entire agreement concerning the subject matter hereof. It supersedes all prior and contemporaneous agreements, assurances, representations, and communications between the parties.

[Assignor]                 [Assignee]

By:                                               By:                                                   

Title:                                           Title: