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Independent Contractor Agreement 1
will disclose to Company such additional information as Company may request regarding such inventions
or innovations to enable Company to assess their extent and significance. Company agrees to receive and
hold all such disclosures in confidence.
3.2 Other Commitments. Except as disclosed on Exhibit D to this Agreement,
Contractor has no other agreements, relationships or commitments to any other person or entity which
conflict with Contractor's obligations to Company under this Agreement. Contractor agrees not to enter into
any agreement, either written or oral, in conflict with this Agreement.
4. Assignment of Contractor's Inventions and Copyrights.
4.1 Disclosure. Contractor will promptly disclose in writing to Company all works,
products, discoveries, developments, designs, innovations, improvements, inventions, formulas, processes,
techniques, know-how and data (whether or not patentable, and whether or not at a commercial stage, or
registrable under copyright or similar statutes) which are authored, made, conceived, reduced to practice or
learned by Contractor (either alone or jointly with others) during the period Contractor provides the
Services as a result of performing the Services including any concepts, ideas, suggestions and approaches
related thereto or contained therein (collectively, the Innovations”).
4.2 Assignment. Contractor hereby assigns and agrees to assign to Company, without
royalty or any other consideration except as expressly set forth herein, all worldwide right, title and interest
Contractor may have or acquire in and to (i) all Materials; (ii) all Innovations (iii) all worldwide patents,
patent applications, copyrights, mask work rights, trade secrets rights and other intellectual property rights
in any Innovations; and (iv) any and all “moral rights” or right of “droit moral” (collectively Moral
Rights”), that Contractor may have in or with respect to any Innovations. To the extent any Moral Rights
are not assignable, Contractor waives, disclaims and agrees that Contractor will not enforce such Moral
Rights. Contractor agrees that such assignment shall extend to all languages and including the right to
make translations of the Materials and Innovations. Additionally, Contractor agrees, at no charge to
Company, but at Company's sole expense, to sign and deliver to Company (either during or subsequent to
Contractor's performance of the Services) such documents as Company considers desirable to evidence the
assignment of all rights of Contractor, if any, described above to Company and Company's ownership of
such rights and to do any lawful act and to sign and deliver to Company any document necessary to apply
for, register, prosecute or enforce any patent, copyright or other right or protection relating to any
Innovations in any country of the world.
4.3 Power of Attorney. Contractor hereby irrevocably designates and appoints each
of Company and its Secretary as Contractor's agent and attorney-in-fact, to act for and in Contractor's
behalf and stead, for the limited purpose of executing and filing any such document and doing all other
lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights or other
protections which employ or are based on Innovations with the same force and effect as if executed and
delivered by Contractor.
4.4 Representations and Warranties. Contractor represents and warrants to
Company that (a) Contractor has full power and authority to enter into this Agreement including all rights
necessary to make the foregoing assignments to Company; that in performing under the Agreement; (b)
Contractor will not violate the terms of any agreement with any third party; and (c) the Services and any
work product thereof are the original work of Contractor, do not and will not infringe upon, violate or
misappropriate any patent, copyright, trade secret, trademark, contract, or any other publicity right,
privacy right, or proprietary right of any third party. Contractor shall defend, indemnify and hold
Company and its successors, assigns and licensees harmless from any and all claims, actions and
proceedings, and the resulting losses, damages, costs and expenses (including reasonable attorneys' fees)
arising from any claim, action or proceeding based upon or in any way related to Contractor's, or
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