SO, ANY
SUCH INSTRUMENT OR PAPERS SHALL CONTINUE AFTER THE TERMINATION OF THIS
AGREEMENT.
(C)
DELETED.
(D)
AGENT.
CONTRACTOR AGREES THAT IF THE
COMPANY IS UNABLE BECAUSE OF CONTRACTOR'S UNAVAILABILITY FOR ANY REASON TO
SECURE CONTRACTOR'S SIGNATURE TO APPLY FOR OR TO PURSUE ANY APPLICATION FOR ANY
UNITED STATES OR FOREIGN PATENTS OR MASK WORK OR COPYRIGHT REGISTRATIONS
COVERING THE INVENTIONS ASSIGNED TO THE COMPANY ABOVE, THEN CONTRACTOR HEREBY
IRREVOCABLY DESIGNATES AND APPOINTS THE COMPANY AND ITS DULY AUTHORIZED OFFICERS
AND AGENTS AS CONTRACTOR'S
INDEPENDENT CONTRACTOR AGREEMENT
ACCURAY CONFIDENTIAL
John Adler, M.D. - 3.22.07
5
Initials:
Contractor
Accuray
/s/ D.M.
AGENT AND ATTORNEY-IN-FACT, TO ACT FOR AND IN CONTRACTOR'S BEHALF AND STEAD TO
EXECUTE AND FILE ANY SUCH APPLICA­TIONS AND TO DO ALL OTHER LAWFULLY PERMITTED
ACTS TO FURTHER THE PROSECUTION AND ISSUANCE OF PATENTS, COPYRIGHT AND MASK WORK
REGISTRATIONS THEREON WITH THE SAME LEGAL FORCE AND EFFECT AS IF EXECUTED BY
CONTRACTOR.
6.
ORIGINALITY AND NONINFRINGEMENT.
Contractor represents and warrants that all materials and Services provided
hereunder will be original with Contractor and that the use thereof by the
Company or its customers, representa­tives, distributors or dealers will not
infringe any patent, copyright, trade secret or other intellectual property
right of any third party.
Contractor agrees to indemnify and hold the Company
harmless against any liability, loss, cost, damage, claims, demands or expenses
(including reasonable attorneys' fees) of the Company or its customers,
representatives, distributors or dealers arising out of any infringement or
claim of infringement with respect to any materials or Services provided by
Contractor.
7.
REPORTS.
Contractor agrees that Contractor will, from time-to-time during the term of
this Agreement, keep the Company informed as to Contractor's progress in
performing the Services hereunder and that Contractor will, as requested by the
Company, prepare written reports with respect thereto.
The Parties understand
that the time required in the preparation of such written reports shall be
considered time devoted to the performance of Contractor's Services.
8.
CONFLICTING OBLIGATIONS.
(A)
PERFORMANCE.
CONTRACTOR ACKNOWLEDGES THAT
CONTRACTOR WILL BE AVAILABLE TO PERFORM THE SERVICES IN A TIMELY AND RESPONSIBLE
MANNER, EXCEPT FOR THE OCCASIONAL CIRCUMSTANCE IN WHICH A PRE-EXISTING CLINICAL
RESPONSIBILITY ON THE PART OF CONTRACTOR MAY CONFLICT WITH A NEW COMMITMENT
REQUESTED BY THE COMPANY, SUBJECT TO THE REQUIREMENTS OF THE SCHEDULE OF
SERVICES ARRANGED BY COMPANY AND CONTRACTOR PURSUANT TO SECTION 1 OF EXHIBIT A
HERETO.
FAILURE TO PERFORM IN A TIMELY AND RESPONSIBLE MANNER SHALL BE A BREACH
OF THIS AGREEMENT.
(B)
NO CONFLICTS.
CONTRACTOR REPRESENTS AND
WARRANTS THAT CONTRACTOR HAS NO OUTSTANDING AGREEMENT OR OBLIGATION THAT IS IN
CONFLICT WITH ANY PROVISION OF THIS AGREEMENT, OR THAT WOULD PRECLUDE CONTRACTOR
FROM COMPLYING WITH THE PROVISIONS HEREOF, EXCEPT AS DISCLOSED IN
INDEPENDENT CONTRACTOR AGREEMENT
ACCURAY CONFIDENTIAL
John Adler, M.D. - 3.22.07
6
Initials:
Contractor
Accuray
/s/ D.M.
EXHIBIT C HERETO.
CONTRACTOR FURTHER REPRESENTS AND WARRANTS THAT CONTRACTOR
WILL NOT ENTER INTO ANY SUCH CONFLICTING AGREEMENT DURING THE TERM OF THIS
AGREEMENT.
9.
TERM AND TERMINATION.
(A)
COMMENCEMENT.
THIS