THE PROFESSIONAL AQUATICS MANAGEMENT COMPANY

  MAKING POOLS PROFITABLE™

Aquatic Concepts, Inc. has a license agreement between our partners using our proprietary swim systems. All end users who go through the Aquatic Concepts, Inc. training are required to agree to abide by these forms prior to training or using the Aquatic Concepts Licensed Programs.

Before using the Aquatic Concepts proprietary systems, all end users must read and agree to the TERMS AND CONDITIONS of this agreement. By using this program, end users are consenting to be bound by and are becoming a party to this agreement. If you do not agree to all of the terms of this agreement, you are not permitted to continue with the use of the licensed programs. For a copy of this agreement, please email christi@aquatic-concepts.com.

Summary of Terms

You may use this program only for up to the maximum number of licensees purchased. This program is owned by Aquatic Concepts, Inc. and is protected by U. S and international copyright laws. All references to “this program” or “this product” include products or code included in the program and owned by Aquatic Concepts, Inc. No copying is permitted. No transfer, distribution, modification or translation of this program, electronic or otherwise is permitted without written permission. Violation of copyright is a serious offense, punishable by monetary penalties and possible imprisonment.

IMPORTANT .Understand this is a licensed product bound by terms. This license provides end users with limited rights to use the programs, conditioned upon continued and authorized licensed rights. End users many not use the program for any unlawful purpose, including infringement of the copyrights or other proprietary rights. End users agree to indemnify Aquatic Concepts, Inc. and its licensors for any and all claims arising from any violation by you of the terms of the End User license.

This Proprietary Information and Assignment of Inventions Agreement (the “Agreement”) is entered into by and between Aquatic Concepts, Inc., a California corporation, (referred to hereinafter as “Company”) and the licensed end user bound by the license agreement. I acknowledge that Company is engaged in a continuous program of research, development, design, and production respecting its present and future business. I understand that as part of my relationship or affiliation with the Company (hereinafter collectively referred to as the “end user”).

Definitions. As used in this Agreement, the following terms have the following meanings:

1. “Inventions” means all discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, negative know-how, data, research, techniques, and technical data (whether or not patentable or registrable under patent, copyright, or similar statutes and including all rights to obtain, register, perfect, and enforce those proprietary interests) that are related to or useful in the respective employing Company’s present or future business or result from use of property owned, leased, or contracted for by the Company. “Inventions” shall also include anything that derives actual or potential economic value from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use.

2. “Proprietary Information” means information that (a) is not known by actual or potential competitors of any Company or is generally unavailable to the public, (b) has been created, discovered, developed, or otherwise become known to any Company or in which property rights have been assigned or otherwise conveyed to the Company, and (c) has material economic value or potential material economic value to any Company’s present or future business. “Proprietary Information” shall include trade secrets (as defined under California Civil Code §3426.1) and all other discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, negative know-how, data, research, techniques, technical data, customer and supplier lists, and any modifications or enhancements of any of the foregoing, and all program, marketing, sales, or other financial or business information disclosed to me by any Company, either directly or indirectly, in writing or orally or by drawings or observation, that has actual or potential economic value to the Company.

3. “Rights” means all patents, trademarks, service marks and copyrights, and other rights pertaining to Proprietary Information, Inventions, or both.

Duty of Trust and Confidentiality

Duty of Trust and Confidentiality. As an end user, I have a duty of trust and confidentiality to the Company with respect to the Proprietary Information, Inventions, or any other information: 1. Related, applicable, or useful to any Company’s

business, including any Company’s anticipated research and development; or 2. Resulting from tasks assigned to me by any Company; or 3. Resulting from the use of equipment, supplies, or facilities owned, leased, or contracted for by any Company; or 4. Related, applicable, or useful to the business of any of the Company’s clients or customers, which may be made known to me by either Company or by such client or customer, or learned by me.

Nondisclosure of Proprietary Information. As an end user, at all times, both during my employment and after my employment ceases, whether the cessation is voluntary or involuntary:

1. I have kept, and shall continue to keep in strictest confidence and trust all Proprietary Information; 2. I have not, and shall not, disclose, use, or induce or assist in the use or disclosure of any Proprietary Information or Rights, or anything related to any Proprietary Information or Rights, without the Company’s prior express written consent, except as may be necessary in the ordinary course of performing my duties as an end user of either Company; and 3. At all times during and after my employment, I shall promptly advise the Company of any knowledge that I may have of any unauthorized release or use of any Company’s Proprietary Information, and shall take reasonable measures to prevent unauthorized persons or entities from having access to, obtaining, or being furnished with any Proprietary Information.

Assignment of Proprietary Information and Inventions. All Proprietary Information and Inventions shall be the sole property of respective Company, as well as its assigns, and said Company and its assigns shall be the sole owner of all Rights. I hereby assign to the Company all Rights that I may have or acquire and any other rights I may have pertaining to the Proprietary Information or Inventions.

Returning Company Documents and Other Tangible Items. On termination of employment for whatever reason, whether with or without cause, I shall not take or allow a third party to take, and I shall deliver to the Company, all original copies and all reproductions of Proprietary Information, including devices, records, sketches, reports, notebooks, proposals, lists, correspondence, equipment, documents, computer diskettes, photographs, negatives, undeveloped film, notes, drawings, specifications, tape recordings or other electronic recordings, programs, electronically stored data, company software, or computers, or any company property and Proprietary Information stored on personal computers or hand-held electronic devices (such as electronic personal data assistants) or in hard copy, at a location other than the Company’s offices, or other materials or property of any nature belonging to the Company or pertaining to my work with the Company. I recognize that the unauthorized taking of any Proprietary Information may be a crime under California Penal Code §499c, and may also result in civil liability under California Civil Code §§3426.1 through 3426.11.

Remedies. I acknowledge that irreparable injury will result to the Company from my violation of any of the terms of this Agreement. I expressly agree that the Company shall be entitled, in addition to damages and any other remedies provided by law, to an injunction or other equitable remedy respecting such violation or continued violation.

Miscellaneous Provisions.

Choice of Law. This Agreement and any dispute arising from the relationship between the parties to this Agreement shall be governed by and construed under and according to California law.

Enforceability and Severability. If a court or an arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, shall not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.

No Waiver. No breach, failure of any condition, right, or remedy contained in or granted by the provisions of this Agreement may be waived unless the waiver is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver by the Company of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver shall constitute a continuing waiver unless the writing so specifies.

Attorney Fees. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded reasonable attorney fees, together with any costs and expenses, to resolve the dispute and to enforce the final judgment.

Amendment and Modification. This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by the party to be charged.

© 2008 Aquatic Concepts, Inc. All Rights Reserved

Entire Agreement. This Agreement and the exhibits referred to in this Agreement constitute the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersede all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this Agreement by, and no party is relying on, any representation or warranty outside those expressly set forth in this Agreement.

Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the parties to this Agreement and their respective heirs, executors, assigns, and administrators.

© 2018 Aquatic Concepts, Inc. All Rights Reserved.