INTRODUCTION

WARNING: The forms provided below are useful models, which can be used as a starting point to customize a document for your company. Most documents need some customization to adapt the document to particular circumstances. In come cases, only minor changes will be necessary. In other cases, substantial changes may be required. Do not use the forms below without discussing with a professional advisor how the forms should be customized to your particular situation.

A. Corporate Organization Documents

Article of Incorporation/Certificate of Incorporation
(a) North Carolina
(b) Delaware

Bylaws
(a) North Carolina
(b) Delaware

Written Consent of Incorporator
Written Consent of Initial Directors to Corporate Organization
Alternate Provisions for Shareholders Agreements

B. Venture Capital
Form Term Sheet (#1)
Form Term Sheet (#2) Pro Company

C. Employee Documents
Form of Proprietary Information and Inventions Agreement without noncompete
Form of Proprietary Information, Inventions and Noncompetition Agreement
Form Noncompetition Agreement
Form of Equity Compensation Plan
Form of Incentive Stock Option Agreement
Form on Nonqualified Stock Option Grant
Form of Written Consent of Directors Approving Equity Compensation Plan
Form Written Consent of Directors Granting Stock Options
Form Written Consent of Shareholders approving Equity Compensation Plan

D. Intellectual Property
Patents
Trade Secrets
Invention Disclosure Form

E. University Related Documents
Sample University Confidentiality Agreement
Sample University License Agreement
Sample University Mutual Confidential Disclosure Agreement
Sample University Research Agreement


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QUESTIONS CAN BE SUBMITTED TO Jim
Verdonik at SecTec1@bellsouth.net.