TO MAKE, HAVE MADE, MODIFY, USE AND SELL SUCH ITEM AS PART OF
OR IN CONNECTION WITH SUCH INVENTION. CONSULTANT WILL NOT INCORPORATE ANY
INVENTION, IMPROVEMENT, DEVELOPMENT, CONCEPT, DISCOVERY OR OTHER PROPRIETARY
INFORMATION OWNED BY ANY THIRD PARTY INTO ANY INVENTION WITHOUT THE COMPANY'S
PRIOR WRITTEN PERMISSION.
D.
ATTORNEY-IN-FACT.
CONSULTANT AGREES THAT, IF THE COMPANY IS
UNABLE BECAUSE OF CONSULTANT'S UNAVAILABILITY, DISSOLUTION OR MENTAL OR PHYSICAL
INCAPACITY, OR FOR ANY OTHER REASON, TO SECURE CONSULTANT'S SIGNATURE FOR THE
PURPOSE OF APPLYING FOR OR PURSUING ANY APPLICATION FOR ANY UNITED STATES OR
FOREIGN PATENTS OR MASK WORK OR COPYRIGHT REGISTRATIONS COVERING THE INVENTIONS
ASSIGNED TO THE COMPANY IN SECTION 3.A, THEN CONSULTANT HEREBY IRREVOCABLY
DESIGNATES AND APPOINTS THE COMPANY AND ITS DULY AUTHORIZED OFFICERS AND AGENTS
AS CONSULTANT'S AGENT AND ATTORNEY-IN-FACT, TO ACT FOR AND ON CONSULTANT'S
BEHALF TO EXECUTE AND FILE ANY SUCH APPLICATIONS AND TO DO ALL OTHER LAWFULLY
PERMITTED ACTS TO FURTHER THE PROSECUTION AND ISSUANCE OF PATENTS AND COPYRIGHT
AND MASK WORK REGISTRATIONS WITH THE SAME LEGAL FORCE AND EFFECT AS IF EXECUTED
BY CONSULTANT.
4.
CONFLICTING OBLIGATIONS.
A.
CONFLICTS.
CONSULTANT CERTIFIES THAT CONSULTANT HAS NO
OUTSTANDING AGREEMENT OR OBLIGATION THAT IS IN CONFLICT WITH ANY OF THE
PROVISIONS OF THIS AGREEMENT OR THAT WOULD PRECLUDE CONSULTANT FROM COMPLYING
WITH THE PROVISIONS OF THIS AGREEMENT.
CONSULTANT WILL NOT ENTER INTO ANY SUCH
CONFLICTING AGREEMENT DURING THE TERM OF THIS AGREEMENT.
B.
SUBSTANTIALLY SIMILAR DESIGNS.
IN VIEW OF CONSULTANT'S ACCESS TO
THE COMPANY'S TRADE SECRETS AND PROPRIETARY KNOW-HOW, CONSULTANT AGREES THAT
CONSULTANT WILL NOT, WITHOUT THE COMPANY'S PRIOR WRITTEN APPROVAL, DESIGN
IDENTICAL OR SUBSTANTIALLY SIMILAR DESIGNS AS THOSE DEVELOPED UNDER THIS
AGREEMENT FOR ANY THIRD PARTY DURING THE TERM OF THIS AGREEMENT AND FOR A PERIOD
OF 12 MONTHS AFTER THE TERMINATION OF THIS AGREEMENT. CONSULTANT ACKNOWLEDGES
THAT THE OBLIGATIONS IN THIS SECTION 4 ARE ANCILLARY TO CONSULTANT'S
NONDISCLOSURE OBLIGATIONS UNDER SECTION 2.
5.
REPORTS.
CONSULTANT ALSO AGREES THAT CONSULTANT WILL, FROM TIME
TO TIME DURING THE TERM OF THIS AGREEMENT OR ANY EXTENSION THEREOF, KEEP THE
COMPANY ADVISED AS TO CONSULTANT'S PROGRESS IN PERFORMING THE SERVICES UNDER
THIS AGREEMENT.
CONSULTANT FURTHER AGREES THAT CONSULTANT WILL, AS REQUESTED BY
THE COMPANY, PREPARE WRITTEN REPORTS WITH RESPECT TO SUCH PROGRESS.
THE COMPANY
AND CONSULTANT AGREE THAT THE TIME REQUIRED TO PREPARE SUCH WRITTEN REPORTS WILL
BE CONSIDERED TIME DEVOTED TO THE PERFORMANCE OF THE SERVICES.
6.
TERM AND TERMINATION.
A.
TERM.
THE TERM OF THIS AGREEMENT WILL BEGIN ON THE DATE OF THIS
AGREEMENT AND WILL CONTINUE UNTIL THE EARLIER OF (I) DECEMBER 31, 2006 OR
(II) TERMINATION AS PROVIDED IN SECTION 6.B.
B.
TERMINATION.
EITHER PARTY MAY TERMINATE THIS AGREEMENT UPON
GIVING THE OTHER PARTY FOURTEEN (14) DAYS' PRIOR WRITTEN NOTICE OF SUCH
TERMINATION PURSUANT TO SECTION 10.E OF THIS AGREEMENT.
THE COMPANY MAY
TERMINATE THIS AGREEMENT IMMEDIATELY AND WITHOUT PRIOR NOTICE
3
IF CONSULTANT REFUSES TO OR IS UNABLE TO PERFORM THE SERVICES OR IS IN BREACH OF
ANY MATERIAL PROVISION OF THIS AGREEMENT.
C.
SURVIVAL.