Proprietary Property (Inventions)

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1. Definition of "Invention"

Except for the exclusions in paragraph 2 of this policy, an "Invention" means (i) any and all inventions, discoveries, ideas, processes, writings, works of authorship, designs, developments and improvements, whether or not protectable under applicable patent, trademark, or copyright statutes; any and all conceptions or creations, such as software, codes, source codes, object codes, concepts, designs, devices, ideas and improvements: and any and all intellectual property rights associated with any or all of the foregoing; and which (iii) you generate, conceive, or reduce to practice, directly or indirectly, while employed by Superior, alone or together with others. Like Superior's confidential information, the success of Superior's business depends on its ability to protect inventions. "Superior" in this policy also includes all of its subsidiaries and affiliated entities on "Inventions", and this policy applies to you an all Superior employees.

2. Exclusions from Definition of "Invention"

Superior hereby notifies you and all employees as required by Minnesota Statute 181.78 that this policy does not apply to an invention for which no equipment, supplies, facility, or trade secret information of Superior was used and which was developed entirely on an employee's own time; and (1) which does not relate (a) directly to the business of Superior or (b) to Superior's actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by an employee for Superior.

3. Policy on Inventions

(a) Employees must promptly disclose in writing to Superior all inventions

(b) Any and all inventions are Superior's exclusive property.

(c) You hereby assign any and all inventions to Superior and agree to assign any and all Inventions in the future. You agree to keep accurate, complete and timely records of Inventions. Those records will be Superior's sole property and retained on the Company's premises.

(d) You irrevocably designate and appoint Superior and its duly authorized agents and officers as attorney-in-fact to act for and on your behalf to execute and file lawful and necessary documents, and to do all other lawfully permitted acts, required for the assignment of, application for, or prosecution of any United States or foreign application for letters patent, copyright, trademark and all other intellectual property with some legal force and effect as if executed by you.

(e) You waive and assign to Superior any and all claims, of any kind or nature whatsoever, which you may now have or may have in the future, for infringement of any patent, copyright, trademark, or other intellectual property with the same legal force and effects as if executed by you.

(f) Superior may assign its rights in this policy without prior consent to its successors, assigns, subsidiaries and affiliated entities. This policy also binds any person or entity who has or obtains legal rights of claims through you with respect to any and all Inventions.

(g) If any provision of this policy is determined by a court of competent jurisdiction to be unreasonable or unenforceable under applicable law, the validity or enforceability of the remaining provisions shall not be affected. To the extent any provision of this policy if judicially determined to be unenforceable or unreasonable in any respect, to the extent permitted by applicable law, a court of competent jurisdiction may modify any such provision and grant Superior the relief reasonably necessary in favor of providing reasonable, enforceable protection to any and all Inventions.