OR OTHER INTELLECTUAL PROPERTY RIGHTS
RELATING THERETO.
CONTRACTOR FURTHER AGREES THAT CONTRACTOR'S OBLIGATION TO
EXECUTE OR CAUSE TO BE EXECUTED, WHEN IT IS IN CONTRACTOR'S POWER TO DO SO, ANY
SUCH INSTRUMENT OR PAPERS SHALL CONTINUE AFTER THE TERMINATION OF THIS
AGREEMENT.
(C)
LICENSE.
CONTRACTOR AGREES THAT IF IN THE
COURSE OF PERFORMING THE SERVICES (WHICH COMPANY AND CONTRACTOR ACKNOWLEDGE ARE
RELATED TO SALES AND MARKETING), CONTRACTOR INCORPORATES INTO ANY INVENTION
DEVELOPED HEREUNDER ANY INVENTION, IMPROVEMENT, DEVELOPMENT, CONCEPT, DISCOVERY
OR OTHER PROPRIETARY INFORMATION OWNED BY CONTRACTOR OR IN WHICH CONTRACTOR HAS
AN INTEREST, THE COMPANY IS HEREBY GRANTED AND SHALL HAVE A NONEXCLUSIVE,
ROYALTY-FREE, PERPETUAL, IRREVOCABLE, WORLDWIDE LICENSE TO MAKE, HAVE MADE,
MODIFY, USE AND SELL SUCH ITEM AS PART OF OR IN CONNECTION WITH SUCH INVENTION.
(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 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.
4
Initials: Contractor
/s/ J.R.A.
Accuray
/s/ D.M.
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