OF TITLE. CONSULTANT AGREES THAT ON THE COMPANY'S
REQUEST, CONSULTANT SHALL PROMPTLY EXECUTE A SPECIFIC ASSIGNMENT OF TITLE TO THE
COMPANY OR ITS DESIGNEE, AND DO ANYTHING ELSE REASONABLY NECESSARY TO ENABLE THE
COMPANY OR ITS DESIGNEE TO SECURE PATENT, COPYRIGHT OR OTHER FORM OF
INTELLECTUAL PROPERTY OR TRADE SECRET INTEREST PROTECTION FOR THE DEVELOPMENTS
IN CANADA AND IN ALL OTHER COUNTRIES.
7.4
EXCLUSION. THE CONSULTANT ACKNOWLEDGES THAT THERE ARE NO IDEAS,
PROCESSES, TRADEMARKS, SERVICE MARKS, TECHNOLOGY, COMPUTER PROGRAMS,
INTELLECTUAL PROPERTY, WORKS OF AUTHORSHIP (ORIGINAL OR OTHERWISE), DESIGNS,
FORMULAS, INVENTIONS, DISCOVERIES, PATENTS, COPYRIGHTS, OR IMPROVEMENTS TO THE
FOREGOING WHICH FALL WITHIN THE PROVISIONS OF SECTION 7.2 THAT IT DESIRES TO
EXCLUDE FROM THE OPERATION OF THIS AGREEMENT.
TO THE BEST OF THE CONSULTANT'S
KNOWLEDGE, IT IS NOT A PARTY TO ANY EXISTING CONTRACT IN CONFLICT WITH THIS
AGREEMENT OR ANY OTHER CONTRACT TO ASSIGN IDEAS, PROCESSES, TRADEMARKS, SERVICE
MARKS, INVENTIONS, TECHNOLOGY, COMPUTER PROGRAMS, WORKS OF AUTHORSHIP (ORIGINAL
OR OTHERWISE), DESIGNS, FORMULAS, DISCOVERIES, PATENTS, INTELLECTUAL PROPERTY OR
COPYRIGHTS TO ANY OTHER PERSON.
7.5
DISCLOSURE. THE CONSULTANT AGREES TO PROMPTLY DISCLOSE TO THE
COMPANY ALL OF ITS WORK OF AUTHORSHIP AND INTELLECTUAL PROPERTY AND HEREBY
AGREES TO EXECUTE ALL DOCUMENTS OR DO ALL OTHER ACTS NECESSARY IN ORDER TO
ENABLE THE COMPANY TO PRESERVE AND PROTECT ITS RIGHTS IN THE DEVELOPMENTS.
REGARDLESS OF WHETHER THIS AGREEMENT HAS BEEN TERMINATED, THE CONSULTANT AGREES
TO EXECUTE, ACKNOWLEDGE, AND DELIVER ANY INSTRUMENTS, AND TO PROVIDE WHATEVER
OTHER ASSISTANCE IS REQUIRED TO CONFIRM THE OWNERSHIP BY THE COMPANY OF SUCH
RIGHTS IN THE DEVELOPMENTS. REASONABLE EXPENSES INCURRED FOR SUCH ASSISTANCE
SHALL BE PAID BY THE COMPANY. NO ADDITIONAL COMPENSATION SHALL BE PAID TO THE
CONSULTANT IN RESPECT OF ANY OF THE MATTERS REFERRED TO IN THIS CLAUSE.
7.6
NO RIGHTS. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO
GRANT TO THE CONSULTANT ANY EXPRESS OR IMPLIED OPTION, LICENSE OR OTHER RIGHTS,
TITLE OR INTEREST IN OR TO THE CONFIDENTIAL INFORMATION OF THE DEVELOPMENTS, OR
OBLIGATE EITHER PARTY TO ENTER INTO ANY AGREEMENT GRANTING ANY SUCH RIGHT.
IF
THE CONSULTANT ACQUIRES ANY RIGHT, TITLE OR INTEREST IN ANY CONFIDENTIAL
INFORMATION OR ANY DEVELOPMENTS, THE CONSULTANT HEREBY IRREVOCABLY ASSIGNS ALL
SUCH RIGHTS, TITLE AND INTERESTS EXCLUSIVELY TO THE COMPANY.
Page 8 of 12
8.
TERMINATION
8.1
BY THE CONSULTANT.
IF THE CONSULTANT SERVES NOTICE TO
TERMINATE THIS AGREEMENT PURSUANT TO PARAGRAPH 2.2, THE COMPANY SHALL HAVE THE
OPTION, IN ITS COMPLETE DISCRETION, TO WAIVE ALL OR PART OF THE REQUIRED NOTICE
PERIOD AND IMMEDIATELY TERMINATE THIS AGREEMENT.
IN THE EVENT THAT THE COMPANY
EXERCISES ITS OPTION TO WAIVE ALL OR PART OF THE REQUIRED NOTICE PERIOD, THE
COMPANY SHALL ONLY BE LIABLE TO THE CONSULTANT FOR ANY CONSULTING FEES AND
EXPENSES OWING FOR THE PERIOD UP TO, AND INCLUDING, THE EFFECTIVE DATE OF
TERMINATION.
THE CONSULTANT EXPRESSLY AGREES THAT THE COMPANY SHALL HAVE NO
FURTHER OR OTHER OBLIGATIONS TO IT, OTHER THAN AS SPECIFICALLY PROVIDED BY THIS
PARAGRAPH.
8.2
BY THE COMPANY.
THE COMPANY MAY TERMINATE THIS