Product Idea Submission: Letter of Understanding
On behalf of RectorSeal, LLC (“RectorSeal”), we want to thank you for your interest in RectorSeal, and to advise you of RectorSeal’s Policy with respect to unsolicited submission of ideas. We understand that you have an idea which you believe may be new and of interest to RectorSeal. It is important that you understand that many ideas people believe to be new are often already in the public domain. In addition, we have engineers and product developers who may already have worked on the same or a similar idea. Accordingly, we require agreement with the terms and conditions as set forth in this Letter of Understanding before reviewing your submission. Important Note: RectorSeal will only consider unsolicited submissions that are covered by an issued patent or a pending patent application with the United States Patent and Trademark Office (hereinafter “USPTO”).
Non-Confidential Disclosure and IP Protection.
You understand that any submission to RectorSeal is made on a non-confidential basis and RectorSeal is under no obligation to keep your idea secret or to agree not to use your idea. You agree that RectorSeal’s liability arising out of the material submitted are to be defined solely, by the applicable patent, trademark, and copyright laws. Any consideration by RectorSeal of whatever you may submit shall in no way impair RectorSeal’s right to contest the validity or enforceability of any patent, trademark, or copyright rights which you may assert. Finally, RectorSeal agrees that your submission of the idea to us shall not be construed as granting RectorSeal any implied license under any patent, trademark, copyright rights which you may have.
Review of idea.
You are submitting your idea by filling out Attachment A of this Letter of Understanding. Any submission is made with the understanding that RectorSeal, in its sole judgment, determines if the idea has merit. Therefore, RectorSeal is under no obligation to evaluate or pursue your idea, and is not under any obligation to reveal to you any information already known or which later becomes known to RectorSeal which duplicates or otherwise relates to your idea. Because RectorSeal has no obligation to return any materials submitted to us, you should keep the original or an exact copy of your submission. If RectorSeal reviews your idea and is interested we will attempt to contact you within 120 days of your submission.
Title in new idea.
You represent that you are the sole originator of the idea and the information contained in the submission, that you own it, and that you have the legal right to disclose it to RectorSeal.
No agreement as to compensation.
It is understood that no agreement for compensation shall be implied by, or inferred from, the consideration or review by RectorSeal of your idea. In addition, if we decide not to offer compensation for a submitted idea, we have no obligation to give our reasons for the decision. Our entering into negotiations for the purchase of any way prejudice RectorSeal, nor shall it be deemed an admission of the novelty of the idea or inventions, or of priority or originality on the part of the person submitting it or of any other person.
Questions relating to the meaning or legal effect of this Letter of Understanding should be discussed with your attorney. To the extent consistent with your patent rights mentioned above, RectorSeal shall be at all times free 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.
All information submitted to RectorSeal must be in writing and covered by an issued patent or pending patent application with the USPTO.
You agree that this Letter of Understanding is to be performed in Houston, Harris County, Texas and that the laws of the State of Texas govern the interpretation, validity, performance, and enforcement of this agreement. Any suit in relation to this agreement will be brought in Harris County, Texas.
Acceptance
I have read the preceding Letter of Understanding, and in consideration of your being willing to examine certain ideas or inventions that I am submitting for your possible acquisition of rights, I agree to its terms and conditions. I also agree that these terms and conditions shall apply to all information, regardless of when submitted by me, relating to such ideas or inventions. I warrant that this submission has not been solicited by RectorSeal and that I have the unrestricted right to disclose it or not disclose it to RectorSeal. This agreement constitutes our entire understanding with respect to the submission.