BEING
DEVELOPED, MANUFACTURED OR SOLD BY THE COMPANY OR WHICH MAY BE USED IN RELATION
THEREWITH, (II) RESULTS FROM TASKS ASSIGNED TO CONSULTANTS BY THE COMPANY,
WHETHER OR NOT DURING NORMAL BUSINESS HOURS, OR (III) RESULTS FROM THE USE OF
PREMISES OR PERSONAL PROPERTY (WHETHER TANGIBLE OR INTANGIBLE) OWNED, LEASED OR
CONTRACTED FOR BY THE COMPANY, SUCH DEVELOPMENTS AND THE BENEFITS THEREOF SHALL
IMMEDIATELY BECOME THE SOLE AND ABSOLUTE PROPERTY OF THE COMPANY AND ITS
ASSIGNS. CONSULTANT AND EACH REPRESENTATIVE, AS APPLICABLE, SHALL PROMPTLY
DISCLOSE TO THE COMPANY (OR ANY PERSONS DESIGNATED BY IT) EACH SUCH DEVELOPMENT,
AND CONSULTANT AND EACH REPRESENTATIVE HEREBY ASSIGNS ANY RIGHTS IT MAY HAVE OR
ACQUIRE IN THE DEVELOPMENTS AND THE BENEFITS AND/OR RIGHTS RESULTING THEREFROM
TO THE COMPANY AND ITS ASSIGNS WITHOUT FURTHER COMPENSATION AND SHALL
COMMUNICATE, WITHOUT COST OR DELAY, AND WITHOUT PUBLISHING THE SAME, ALL
AVAILABLE INFORMATION RELATING THERETO (WITH ALL NECESSARY PLANS AND MODELS) TO
THE COMPANY.
TO THE FULLEST EXTENT PERMITTED BY LAW, SUCH DEVELOPMENTS SHALL BE
DEEMED WORKS MADE FOR HIRE.
CONSULTANT AND EACH REPRESENTATIVE SHALL, AT THE
REQUEST OF THE COMPANY BUT AT NO EXPENSE TO CONSULTANT OR EITHER REPRESENTATIVE,
AT ANY TIME DURING OR AFTER THE CONSULTING PERIOD, SIGN ALL INSTRUMENTS AND
DOCUMENTS REASONABLY REQUESTED BY THE COMPANY AND OTHERWISE COOPERATE WITH THE
COMPANY TO PROTECT ITS RIGHTS TO ANY AND ALL SUCH DEVELOPMENTS, INCLUDING,
WITHOUT LIMITATION, APPLYING FOR, OBTAINING AND ENFORCING PATENTS, COPYRIGHTS OR
ANALOGOUS PROTECTIONS THEREON IN SUCH COUNTRIES THROUGHOUT THE WORLD AS THE
COMPANY SHALL DETERMINE.
IN THE EVENT THE COMPANY IS UNABLE, AFTER REASONABLE
EFFORT, TO SECURE THE SIGNATURE OF AN AUTHORIZED PARTY FOR CONSULTANT OR EITHER
REPRESENTATIVE ON ANY DOCUMENT REASONABLY NECESSARY OR APPROPRIATE FOR ANY OF
THE FOREGOING PURPOSES, FOR ANY REASON WHATSOEVER, CONSULTANT AND EACH
REPRESENTATIVE HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THE COMPANY AND ITS
DULY AUTHORIZED OFFICERS AND AGENTS AS CONSULTANT'S AND EACH REPRESENTATIVE'S
AGENT AND ATTORNEY-IN-FACT, TO ACT ON ITS BEHALF TO EXECUTE AND FILE ANY SUCH
DOCUMENT AND TO DO ALL OTHER LAWFULLY PERMITTED ACTS TO FURTHER THE PROSECUTION
AND ISSUANCE OF ANY SUCH PATENT, COPYRIGHT AND OTHER ANALOGOUS PROTECTION WITH
THE SAME LEGAL FORCE AND EFFECT AS IF EXECUTED BY CONSULTANT OR SUCH
REPRESENTATIVE, AS APPLICABLE.
9.
INDEPENDENT CONTRACTOR; LIMITATIONS ON AUTHORITY.
IN THE
PERFORMANCE OF THE DUTIES AND OBLIGATIONS IMPOSED UNDER THIS CONSULTING
AGREEMENT, IT IS MUTUALLY UNDERSTOOD AND AGREED THAT CONSULTANT AND EACH
REPRESENTATIVE ARE AT ALL TIMES ACTING AND PERFORMING AS INDEPENDENT
CONTRACTORS.
IT IS AGREED BY THE PARTIES HERETO THAT NO ACT OR INACTION OF
CONSULTANT SHALL BE CONSTRUED TO CREATE A JOINT VENTURE, PARTNERSHIP, AGENCY, OR
EMPLOYEE/EMPLOYER RELATIONSHIP BETWEEN THE PARTIES FOR ANY PURPOSE.
CONSULTANT
SHALL HAVE NO AUTHORITY TO BIND THE COMPANY BY OR TO ANY OBLIGATION, AGREEMENT,
PROMISE OR REPRESENTATION WITHOUT FIRST OBTAINING THE COMPANY'S PRIOR WRITTEN
APPROVAL.
10.
RIGHT OF SETOFF.
NOTWITHSTANDING ANY PROVISION HEREOF TO THE
CONTRARY, THE COMPANY AND INFOLOGIX-DDMS, INC. SHALL BE ENTITLED TO SET-OFF
AMOUNTS DUE FROM EITHER OF THEM TO THE SHAREHOLDERS UNDER