exv10w52






Exhibit 10.52




CONSULTANT AGREEMENT



THIS AGREEMENT (the “Agreement”) effective April 1, 2009, (hereinafter “Effective Date”) by and
between OCULUS INNOVATIVE SCIENCES INC., with a place of business located at 1135 N. McDowell
Blvd., Petaluma CA 94954 (hereinafter “Oculus”), a Delaware Corporation and Robert C. Burlingame,
with a place of business located at 3546 N. Riverside Avenue, Rialto, California 92377 (hereinafter
“Consultant”).



WHEREAS, Oculus desires that Consultant provide certain services including marketing, sales and
advertising (such services, including all know-how, trade secrets, copyrights and patentable
inventions, being hereinafter referred to collectively as the “Materials”);



WHEREAS, both Oculus and Consultant desire to set forth in writing the terms and conditions of
their dealings, including rights as to the Materials;



NOW THEREFORE, in consideration of the premises hereof and the mutual covenants and conditions
hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:




Section 1. CONSULTANT SERVICES





	1.1	 	On the terms and conditions set forth herein, Oculus hereby engages Consultant during the
term described below and Consultant hereby accepts such engagement. Consultant agrees to use
its best efforts, at a level consistent with persons having a similar level of education,
experience and expertise in the industry, in the performance of the services called for
hereunder. This agreement is nonexclusive.





Section 2. TERM OF AGREEMENT





	2.1	 	The term of this Agreement shall be for 6 months commencing at the Effective Date or such
later date as agreed to by Oculus and the Consultant in writing (the “Initial Term”) and shall
automatically renew subject to Section 10.1 below.





Section 3. INDEPENDENT CONTRACTOR





	3.1	 	Consultant agrees that he shall be an independent contractor acting for or on behalf of
Oculus. Consultant shall have no authority to contract for or bind Oculus in any manner.
Consultant shall have no status as employee or any right to any benefits that Oculus grants
its employees.





Section 4. COMPENSATION





	4.1	 	Oculus agrees to pay Consultant or its designee 435,897 shares of restricted common stock for
the services rendered by Consultant during the Initial Term of this Agreement. If this
Agreement renews past the Initial Term, Oculus and Consultant agree to establish additional
compensation for such subsequent periods.




 









 











Section 5. OBLIGATION FOR EXPENSE





	5.1	 	Oculus will reimburse Consultant for reasonable and appropriate out-of-pocket business
expenses according a budget as agreed by Oculus. Consultant shall be responsible for sending
in an expense report per month. From time to time, in anticipation of certain expenses such
as airfare, extended travel & living expenses, Oculus may advance certain monies pursuant to a
mutually agreed upon expense budget.





Section 6. OWNERSHIP OF MATERIALS





	6.1	 	Consultant agrees that all Materials, reports and other data or materials generated or
developed by Consultant under this Agreement or furnished by Oculus to Consultant shall be and
remain the property of Oculus. Consultant specifically agrees that all copyrightable Material
generated or developed under this Agreement shall be considered works made for hire and that
such material shall, upon creation, be owned exclusively by Oculus. To the extent that any
such Material, under applicable law, may not be considered works made for hire, Consultant
hereby assigns to Oculus the ownership of copyright in such Materials, without the necessity
of any further consideration, and Oculus shall be entitled to obtain and hold in its own name
all copyrights in respect of such Materials.






	6.2	 	If and to the extent Consultant may, under applicable law, be entitled to claim any ownership
interest in the Materials, reports and other data or materials generated or developed by
Consultant under this Agreement, Consultant hereby transfers, grants, conveys, assigns and
relinquishes exclusively to Oculus all of Consultant’s right, title and interest in and to
such Materials, under patent, copyright, trade, secret and trademark law, in perpetuity or for
the longest period otherwise permitted by law.






	6.3	 	Consultant shall perform any acts that may be deemed necessary or desirable by Oculus to
evidence more fully transfer of ownership of all Materials designated under this Section 6 to
Oculus to the fullest extent possible, including but not limited to the making of further
written assignments in a form determined by Oculus.






	6.4	 	To the extent that any preexisting rights are embodied or reflected in the Materials,
Consultant hereby grants to Oculus the irrevocable, perpetual, non-exclusive, worldwide,
royalty-free right and license to (1) use, execute, reproduce, display, perform, distribute
copies of, and prepare derivative works based upon such preexisting rights and any derivate
works thereof and (2) authorize others to do any or all of the foregoing.






	6.5	 	Consultant hereby represents and warrants that it has full right and authority to perform its
obligations and grant the rights and licenses herein granted and that it has neither assigned
nor otherwise entered into an agreement by which it purports to assign or transfer any right,
title, or interest to any technology or intellectual property right





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	 	 	that would conflict with its obligations under this Agreement. Consultant covenants and
agrees that it shall not enter into any such agreements.





Section 7. PROTECTION OF PROPRIETARY MATERIALS





	7.1	 	From the date of execution hereof and for as long as the information or data remain Trade
Secrets, Consultant shall not use, disclose, or permit any person to obtain any Trade Secrets
of Oculus, including any materials developed or generated hereunder (whether or not the Trade
Secrets are in written or tangible form), except as specifically authorized by Oculus.






	7.2	 	As used herein, “Trade Secret” shall mean a whole or any portion or phase of any scientific
or technical information, design, process, procedure, formula, or improvement that is valuable
and not generally known to competitors of Oculus.






	7.3	 	Irreparable harm should be presumed if Consultant breaches any covenant in this Agreement for
any reason. This Agreement is intended to protect Oculus’s proprietary rights pertaining to
the Materials, and any misuse of such rights would cause substantial harm to Oculus’s
business. Therefore, Consultant agrees that a court of competent jurisdiction should
immediately enjoin any breach of this Agreement, upon a request by Oculus.





Section 8. RETURN OF MATERIALS





	8.1	 	Upon the request of Oculus, but in any event upon termination of this Agreement, Consultant
shall surrender to Oculus all memoranda, notes, records, drawings, manuals, computer services
and other documents or materials (and all copies of same) pertaining to the Materials, reports
and other data or materials generated or developed by Consultant or furnished by Oculus to the
Consultant, including all materials embodying any Trade Secrets. This Section is intended to
apply to all materials made or compiled by Consultant, as well as to all materials furnished
to Consultant by Oculus or by anyone else that pertain to the Materials.





Section 9. SCOPE OF AGREEMENT





	9.1	 	This Agreement is intended by the parties hereto to be the final expression of their
agreement and it constitutes the full and entire understanding between the parties with
respect to the subject hereof, notwithstanding any representations, statements, or agreements
to the contrary heretofore made. This Agreement may be amended only in writing signed by the
parties to this Agreement.






	9.2	 	For purpose of enforcing this Agreement, all sections of this Agreement, except Section 4.1
hereof, shall be construed as covenants independent of one another and as obligations distinct
from all other contracts and agreements between the parties hereto.





Section 10. TERMINATION





	10.1	 	After the Initial Term, this Agreement may be terminated by either party upon thirty (30)
days written notice to the other party. In the event of termination under this





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Section by either party prior to the expiration of the term hereof, Oculus shall be
obligated to compensate Consultant at the rate established herein for services performed
prior to the date of such termination. The respective obligations and covenants of the
parties und this Agreement, which by their nature extend beyond the expiration or
termination of this Agreement, including, without limitation, its confidentiality and
warranty provisions, shall survive the termination or expiration of this Agreement.



Section 11. GOVERNING LAW





	11.1	 	This Agreement is made under and in all respects shall be interpreted, construed and governed
by and in accordance with the Laws of the State of California. Sole and exclusive jurisdiction
in any case or controversy arising under this Agreement or by reason of this Agreement shall
be with the Sonoma County Superior Court or the United States District Court for the Northern
District of California, and for this purpose each party hereby expressly and irrevocably
consents to the exclusive jurisdiction of such courts.




IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed
on the day and year first above written.




	 	 	 	 	 	 	 
	CONSULTANT	 	OCULUS INNOVATIVE SCIENCES INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Robert C. Burlingame
	 	By:
	 	/s/ Jim Schutz
	 

	 	 
	 	 	 	 
	 	 	Robert C. Burlingame	 	Jim Schutz
	 	 	 	 	Vice President of Corporate Development and General Counsel






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Oculus Innovative Sciences, Inc.

Consultant Agreement: Robert C. Burlingame

Contract # 321

April 1, 2009