Confidentiality:

If a Confidential Disclosure Agreement (CDA) exists between Medtronic and the submitter its terms will take precedence over this agreement. Absent such an agreement Medtronic is not obligated to treat any information in the submission as confidential regardless of any claims or legends made by the submitter.

Submitter's Representations and Warranties:

The submitter affirms that:

• They are of legal age.
• They own or have the appropriate legal rights to the submission.
• The submission is not subject to confidentiality obligations.
• No conflicting agreements restrict the submission assignment sale or license of rights (including patent rights) in the submission to Medtronic.
• They have the authority to grant the rights outlined herein to Medtronic.

License for Non-Patent-Pending Portions:

For any parts of the submission not covered by a pending or granted patent:

• The submitter grants Medtronic a worldwide perpetual irrevocable non-exclusive royalty-free license to use reproduce prepare derivative works combine with other works modify translate distribute copies display perform publish license or sub-license these portions of the submission.
• Medtronic may use these portions for any purpose commercial or otherwise without needing to acknowledge or compensate the submitter.
• Medtronic will own all intellectual property rights to any new work it creates based on the submission or similar ideas independently developed by Medtronic.
• The submitter releases Medtronic from any claims that such use infringes on their rights related to the non-patent-pending portions of the submission.

Patent-Pending Portions:

For portions of the submission that are explicitly included in a pending or granted patent:

• The submitter acknowledges that Medtronic is not obligated to purchase or license these patents.

Research and Development:

The submitter understands that:

• Medtronic is involved in extensive R&D activities and the submission may be similar to other submissions or projects independently developed by Medtronic.
• Many inventions in the medical device industry are not patented are generally known or are in the public domain and some inventions are owned by others.
• The submission may already be public knowledge or owned by someone else even if the submitter is unaware.
• Medtronic retains the right to develop improve and market technologies and products similar or competitive to the submission without implying a covenant not to compete.

Use and Retention of Submission:

• Medtronic is not obligated to use any information submitted.
• Medtronic may not respond to the submission but may retain it for archival purposes.

Evaluation and Ownership of Results:

• Medtronic may evaluate the submission at its discretion.
• Any information or analysis developed during this evaluation will belong to Medtronic and may or may not be fully released to the submitter.
• Any suggestions or information provided by Medtronic regarding the submission will be solely owned by Medtronic.

No Compensation:

• The submitter will not receive compensation for the submission.
• If requested the submitter agrees to assist Medtronic in the evaluation process without compensation.

Governing Law and Agreement Scope:

• This agreement is governed by the laws of the State of Minnesota.
• This agreement constitutes the entire understanding between the parties regarding the submission and its evaluation.
• It applies to the original submission and any future related materials.
• Amendments must be in writing and signed by both parties.