Outside Product Idea Submission

TERMS AND CONSIDTIONS

To persons desiring to submit ideas or inventions to Taylor Brands, LLC:

Each year, individuals outside of Taylor Brands offer unsolicited ideas and inventions which they believe may be new and useful. We appreciate this interest and are generally willing to give consideration to such submissions. The nature of these submissions and the legal considerations associated with them require adherence to certain procedures and conditions as set forth in the following terms and conditions. We must ask that you agree to these terms before we can consider you submission. Therefore, in making this Submission, you agree to the conditions below.

Your ideas are your intellectual property and they may be valuable. When you share your ideas with others, you risk losing the rights to your idea once it is disclosed. Also, it is often necessary to refer a submission to a number of persons in our organization, and we may consult outside vendors to help us determine the practicability and value to us of the material submitted. For these and other reasons, Taylor Brands will only consider ideas that are not confidential and all information disclosed to Taylor Brands will be considered as non-confidential public information.  Taylor Brands cannot and will not treat your disclosure as secret or confidential.

Your submission must be made entirely in writing together with any designs or illustrations referred to in the written description. If your idea or invention is covered by any issued patent or pending patent application, a copy of such patent or application must be furnished (omitting the filing date and serial number from such application, if you wish).

You should keep the original or an exact copy of your submission since we do not return any material submitted to us.  Both of us will then have a record for future reference.

As soon as reasonably possible, your submission will be reviewed to the extent in our judgment it requires consideration.  We will advise you whether or not we are interested, although we cannot agree to give our reasons for interest or lack of interest in your submission.  It is understood that no confidential relationship of any kind will exist or arise between us, and that no obligation of any kind is assumed by or to be implied with respect to your submission or its use, unless and until a formal written contract has later been entered into, and then only as expressed in that contract.

Your rights and Taylor Brands’ liability arising out of the material submitted are to be defined solely by the patent protection that may be given under applicable patent laws, and are to be measured only by the valid claims of any patent which has issued or may issue upon such material.  Nothing contained in these terms and conditions, nor the receipt and consideration of your disclosure, shall impair Taylor Brands’ right to contest the validity or infringement of any patent now or later obtained.

Taylor Brands frequently receives ideas or inventions which are similar to those which have been previously conceived by our personnel, have previously been submitted to Taylor Brands by others, or which are described in prior patents or patent applications owned by Taylor Brands or others. We are under no obligation to reveal Taylor Brands’ activities of the same or similar nature, or any such patent information, or the results of our investigation.

To the extent consistent with any patent rights you might have mentioned above, Taylor Brands shall be free at all times to use without obligation to you, similar ideas or inventions which have been developed independently, submitted by others, or become known to the public, whether before or after your submission.

Our entering into negotiations for acquiring rights to any ideas or inventions submitted shall not be prejudicial to Taylor Brands in any way, nor shall it be considered an admission of the novelty or usefulness of the ideas or inventions, or of priority or originality on the part of the person submitting or owning them.

By making your submission, you acknowledge that you have read the preceding terms and conditions, and in consideration of Taylor Brands being willing to examine certain ideas or inventions which you are submitting for Taylor Brands’ possible acquisition rights, you agree to the terms and conditions. You also agree that these terms and conditions shall apply to all information, regardless of when submitted by me, relating to such ideas or inventions, and that they shall apply broadly to Taylor Brands and to all of its subsidiary companies and vendors, and may not be modified or waived.  You warrant that this submission has not been solicited by Taylor Brands, that you have the unrestricted right to disclose it to Taylor Brands and/or dispose of it, and that you are of legal age and otherwise competent to enter into this agreement. This agreement constitutes our entire understanding with respect to the submission.