INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

This Intellectual Property Assignment Agreement ("Agreement") is effective as of [Date],

by and between [Name], an individual ("Assignor"), and [Name], a _______ Corporation
("Assignee"), upon the following terms and conditions:

1. Assignment of Intellectual Property. In exchange for the issuance of [#] shares of common
stock in [Name], a _______corporation, and for other good and valuable consideration, receipt of
which is hereby acknowledged and subject to the Subscription Agreement dated [Date], Assignor
does hereby sell, grant, convey and assign unto Assignee, its successors, assigns and licensees
forever, all right, title and interest in and to all design and layout work performed for Assignee,
including any copyrights in the website design and source code created by Assignee for Assignor’s
website, [URL] (the “Intellectual Property”).

2. Representations and Warranties. Assignor hereby represents and warrants as follows:

a. Assignor is the creator of the Intellectual Property and holds all legal right, title
and interest in and to the Intellectual Property with full and unencumbered right to assign the
Intellectual Property and perform all acts required under this Agreement.

b. Assignor has taken no action to register the Intellectual Property in any

jurisdiction throughout the world.

c. Assignor grants to Assignee a power of attorney to execute any such documents

as may be required to fully assign and vest all propriety rights created by Assignor in the
Intellectual Property to Assignee. Such power of attorney is a power coupled with an interest
and is irrevocable.

3. Execution. This Agreement may be executed in one or more counterparts, each of

which shall be deemed an original but all of which together shall constitute one and the same
document. The parties additionally acknowledge and agree that this Agreement may be executed
and delivered by facsimile. At such times as each of the parties has a facsimile copy of this
Agreement, and/or counterparts thereof, containing the signatures of all of the parties, this
Agreement shall be treated as having been fully executed and delivered for all purposes.

4. Notices. All notices, requests, instructions, consents and other communications to

be given pursuant to this Agreement shall be in writing and shall be deemed received (i) on the
same day if delivered in person, by same-day courier or by telegraph, telex, or facsimile
transmission, (ii) on the next day if delivered by overnight mail or courier, or (iii) on the date
indicated on the return receipt, on the third calendar day (excluding Sundays) if delivered by
certified or registered mail, postage pre-paid, to the party for whom intended
Intellectual Property Assignment
Effective Date:
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Assignor Initials: _____
Assignee Initials: _____
5. Entire Agreement; Binding Effect. This Agreement and the exhibits attached hereto
constitute the entire agreement between the parties and signatories and all prior and
contemporaneous conversations, negotiations, possible and alleged agreements, and
representations, covenants, and warranties, express or implied, oral or written, with respect to the
subject matter hereof, are waived, merged herein and superseded hereby. There are no other
agreements, representations, covenants or warranties not set forth herein. The terms of this
Agreement may not be contradicted by evidence of any prior or contemporaneous agreement.
The parties further intend and agree that this Agreement and the exhibits attached hereto
constitute the complete and exclusive statement of its terms and that no extrinsic evidence
whatsoever may be introduced in any judicial or arbitration proceeding, if any, involving this
Agreement. No part of this Agreement may be amended or modified in any way unless such
amendment or modification is expressed in a writing signed by all parties to this Agreement.

6. Amendment. No Amendment of this Agreement shall be effective unless embodied in

a written instrument executed by all of the parties.

7. Governing Law; Jurisdiction. The parties and signatories to this Agreement agree that
the laws of the State of _______shall apply to any question or issue raised by this Agreement,
without regard to conflict of law principles. Should any dispute arise under this Agreement, the
parties agree and consent to the resolution of such matters in San Diego County, California, such
jurisdiction being convenient for both parties.

8. Non-waiver. The failure of any party to insist upon the prompt and punctual performance
of any term or condition in this Agreement, or the failure of any party to exercise any right or
remedy under the terms of this Agreement on any one or more occasions shall not constitute a
waiver of that or any other term, condition, right, or remedy on that or any subsequent occasion,
unless otherwise expressly provided for herein.

9. Employment Relationship. The parties wish to confirm that the Assignor is an employee
of Assigee and as such, the completion of the Intellectual Property as well as any future
modifications or enhancements to the assigned Intellectual Property, as well as any future
intellectual properties created within the scope of Assignor’s employment with Assignee shall be
considered the sole property of Assignor as a “works made for hire.” Assignor shall have no
right, title or interest in the Intellectual Property and agrees to comply with any request made by
Assignee to execute such documents as are required to confirm the same. Assignor hereby
grants to Assignee a power of attorney to execute any such documents as may be required to
fully assign and vest all propriety rights acquired by Assignee from Assignor. Such power of
attorney is a power coupled with an interest and is irrevocable.

Intellectual Property Assignment

Effective Date:
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Assignor Initials: _____
Assignee Initials: _____
10. Representation of Understanding. All parties and signatories to this Agreement
acknowledge and agree that the terms of this Agreement are contractual and not mere recital, and
all parties and signatories represent and warrant that they have carefully read this Agreement,
have fully reviewed its provisions with their attorneys, know and understand its contents and
sign the same as their own free acts and deeds. It is understood and agreed by all parties and
signatories to this Agreement that execution of this Agreement may affect rights and liabilities of
substantial extent and degree and with the full understanding of that fact, they represent that the
covenants provided for in this Agreement are in their respective best interests.

11. Binding Effect. The provisions of this Agreement shall be binding upon and inure to the
benefit of each of the parties and their respective successors and assigns. Nothing expressed or
implied in this Agreement is intended, or shall be construed, to confer upon or give any person,
partnership, or corporation, other than the parties, their successors and assigns, any benefits, or
rights under or by reason of this Agreement, except to the extent of any contrary provision herein
contained.

12. Authority. The parties hereto represent and warrant that they possess the full and
complete authority to covenant and agree as provided in this Agreement and, if applicable, to
release other parties and signatories as provided herein. If any party hereto is a corporation, the
signatory for any such corporation represents and warrants that they possess the authority and
have been authorized by the corporation to enter into this Agreement.

13. Attorneys Fees. Should it be necessary to institute any action to enforce the terms of this
Agreement, the parties hereby agree that the prevailing party in any such action shall be entitled
to recover its reasonable attorneys’ fees, which shall include all costs of litigation, including, but
not limited to court costs, filing fees, and expert witness fees. Further, the attorney fees and costs
include the costs for such items for any appeals. This paragraph shall remain separate from any
judgment entered to enforce its terms and shall entitle the prevailing party to attorneys fees and
costs incurred in connection with post judgment collection and enforcement efforts.

14. Severability. If any provision of this Agreement is held by a court to be unenforceable

or invalid for any reason, the remaining provisions of this Agreement shall be unaffected by such
holding. If the invalidation of any such provision materially alters the agreement of the parties,
then the parties shall immediately adopt new provisions to replace those which were declared
invalid.

15. Exhibits Incorporated by Reference. All exhibits referred to herein are incorporated
by reference and are so incorporated for all purposes.

16. Time of Essence. Time is of the essence under this Agreement.

Intellectual Property Assignment

Effective Date:
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Assignor Initials: _____
Assignee Initials: _____
In Witness Whereof, the parties hereto execute this Agreement to be effective as of the date first
set forth above.

ASSIGNOR:

[Name], an individual

ASSIGNEE:

[NAME]
A _______CORPORATION

By:
, President

Intellectual Property Assignment

Effective Date:
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Assignor Initials: _____
Assignee Initials: _____