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Effective ____________________ (“Effective Date”), ____________________ (“Consultant”)
and ____________________ (“Company”), a Delaware corporation, agree (this “Agreement”) as
Consultant agrees to undertake and complete the Services (as defined
Services and Payment.
in Exhibit A) in accordance with and on the schedule specified in Exhibit A. As the only
consideration due Consultant regarding the subject matter of this Agreement, Company will pay
Consultant in accordance with Exhibit A.
2. Ownership; Rights; Proprietary Information; Publicity.
2.1. Company shall own all right, title and interest (including patent rights, copyrights, trade secret
rights, mask work rights, trademark rights,
database rights and all other rights of any sort
throughout the world) relating to any and all inventions (whether or not patentable), works of
authorship, mask works, designations, designs, know-how, ideas and information made or
conceived or reduced to practice, in whole or in part, by Consultant in connection with Services
or any Proprietary Information (as defined below) (collectively, “Inventions”) and Consultant will
promptly disclose and provide all Inventions to Company. All Inventions are works made for hire
to the extent allowed by law. In addition, if any Invention does not qualify as a work made for
hire, Consultant hereby makes all assignments necessary to accomplish the foregoing ownership.
Consultant shall further assist Company, at Company’s expense, to further evidence, record and
perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.
Consultant hereby irrevocably designates and appoints Company and its agents as attorneys?in?fact
to act for and in Consultant’s behalf to execute and file any document and to do all other lawfully
permitted acts to further the foregoing with the same legal force and effect as if executed by
2.2. Consultant agrees that a