AND ASSIGNMENTS
GRANTED HEREIN, WITHOUT THE NEED FOR ANY ASSIGNMENTS, RELEASES, CONSENTS,
APPROVALS, IMMUNITIES OR OTHER RIGHTS NOT YET OBTAINED; (V) THE SERVICES,
INVENTION IDEAS AND PRIOR INVENTIONS THAT ARE DESCRIBED IN EXHIBIT A AND THAT
ARE INCORPORATED OR OTHERWISE INCLUDED BY CONSULTANT INTO COMPANY PROPERTY
OTHERWISE NECESSARY OR DESIRABLE FOR THE USE OR EXPLOITATION OF ANY DELIVERABLE
UNDER THE SERVICES OR OTHER INVENTION IDEA PURSUANT TO SECTION 8(E) (AND THE
EXERCISE OF THE RIGHTS GRANTED HEREIN WITH RESPECT THERETO) DO NOT AND SHALL NOT
INFRINGE, MISAPPROPRIATE OR VIOLATE ANY PATENT, COPYRIGHT, TRADEMARK, TRADE
SECRET, PUBLICITY, PRIVACY OR OTHER RIGHTS OF ANY THIRD PARTY, AND ARE NOT AND
SHALL NOT BE DEFAMATORY OR OBSCENE; AND (VI) NEITHER THE INVENTION IDEAS NOR ANY
ELEMENT THEREOF SHALL BE SUBJECT TO ANY RESTRICTIONS OR TO ANY MORTGAGES, LIENS,
PLEDGES, SECURITY INTERESTS, ENCUMBRANCES OR ENCROACHMENTS. CONSULTANT SHALL
INDEMNIFY, DEFEND, AND HOLD HARMLESS COMPANY (INCLUDING COMPANY'S OFFICERS,
DIRECTORS, EMPLOYEES AND SHAREHOLDERS) FROM AND AGAINST ANY AND ALL CLAIMS,
DEMANDS, LOSSES, COSTS, EXPENSES (INCLUDING ATTORNEYS' FEES AND COSTS),
OBLIGATIONS, LIABILITIES, AND DAMAGES THAT COMPANY MAY INCUR OR SUFFER AND THAT
RESULT FROM OR ARE RELATED TO ANY BREACH OR FAILURE OF CONSULTANT TO PERFORM ANY
OF THE REPRESENTATIONS, WARRANTIES, AND AGREEMENTS IN THIS AGREEMENT.
9.
INDEPENDENT CONTRACTOR. CONSULTANT'S RELATIONSHIP WITH COMPANY
SHALL BE THAT OF AN INDEPENDENT CONTRACTOR AND NOTHING IN THIS AGREEMENT SHOULD
BE CONSTRUED TO CREATE A PARTNERSHIP, JOINT VENTURE, AGENCY OR EMPLOYER-EMPLOYEE
RELATIONSHIP BETWEEN THE PARTIES. CONSULTANT IS NOT THE AGENT OF COMPANY AND IS
NOT AUTHORIZED AND SHALL NOT HAVE ANY AUTHORITY TO MAKE ANY REPRESENTATION,
CONTRACT OR COMMITMENT ON BEHALF OF COMPANY, OR OTHERWISE BIND COMPANY IN ANY
RESPECT WHATSOEVER. THE CONSULTANT SHALL NOT BE ENTITLED TO ANY OF THE BENEFITS
COMPANY MAY MAKE AVAILABLE TO ITS EMPLOYEES, SUCH AS STOCK OPTIONS, GROUP
INSURANCE, WORKERS' COMPENSATION, EMPLOYEE STOCK PURCHASE PLAN, VACATION AND
SICK PAY, PROFIT-SHARING OR RETIREMENT BENEFITS. TO THE EXTENT THAT CONSULTANT
BECOMES ELIGIBLE FOR ANY BENEFIT PROGRAMS MAINTAINED BY COMPANY (REGARDLESS OF
TIMING OR REASON FOR ELIGIBILITY), CONSULTANT HEREBY WAIVES HIS RIGHT TO
PARTICIPATE IN THE PROGRAMS, AND SUCH WAIVER IS NOT CONDITIONED ON ANY
REPRESENTATION OR ASSUMPTION CONCERNING HIS STATUS UNDER THE COMMON LAW TEST.
CONSULTANT SHALL BE SOLELY RESPONSIBLE FOR ALL TAX RETURNS AND PAYMENTS REQUIRED
TO BE FILED WITH OR MADE TO ANY GOVERNMENTAL AGENCY OR AUTHORITY WITH RESPECT TO
CONSULTANT'S PERFORMANCE OF SERVICES AND RECEIPT OF FEES UNDER THIS AGREEMENT.
CONSULTANT HEREBY AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND COMPANY AGAINST
ANY AND ALL SUCH LIABILITY, TAXES OR CONTRIBUTIONS, INCLUDING, WITHOUT
LIMITATION, PENALTIES AND INTEREST.
10.
ASSIGNMENT; SUCCESSORS AND ASSIGNS. CONSULTANT AGREES THAT HE WILL
NOT ASSIGN, SELL, TRANSFER, DELEGATE OR OTHERWISE DISPOSE OF, WHETHER
VOLUNTARILY OR INVOLUNTARILY, OR BY OPERATION OF LAW, ANY RIGHTS OR OBLIGATIONS
UNDER THIS AGREEMENT, NOR SHALL HIS RIGHTS BE SUBJECT TO ENCUMBRANCE OR THE
CLAIMS OF CREDITORS. ANY PURPORTED ASSIGNMENT, TRANSFER, OR DELEGATION SHALL BE
NULL AND VOID. NOTHING
6
IN THIS AGREEMENT SHALL PREVENT THE CONSOLIDATION OF