(c) Upon the termination of this Agreement, or upon Companys earlier requests, Consultant will deliver to Company all property relating to, and all tangible embodiments of, Inventions in Consultants possession or control.
(d) Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention developed hereunder any invention, improvement, development concept, discovery or other proprietary subject matter owned by Consultant or in which Consultant has an interest (Item), Consultant will inform Company in writing thereof, and Company is hereby granted and shall have a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, reproduce, display, use and sell such Item as part of or in connection with the exploitation of such Invention.
(e) Consultant agrees that if Company is unable because of Consultants unavailability, mental or physical incapacity, or for any other reason, to secure Consultants signature to apply for or to pursue any application or registration for any intellectual property rights covering any Invention, then Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Consultants agent and attorney-in-fact, to act for and in Consultants behalf to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of such intellectual property rights thereon with the same legal force and effect as if executed by Consultant.
4. REPORTS. Consultant agrees, from time to time during the term of this Agreement, to keep Company advised as to Consultants progress in performing the Services and, as reasonably requested by Company, prepare written reports with respect thereto. It is understood that the time required in the preparation of such written reports shall be considered time devoted to the performance of the Services by Consultant. All such reports prepared by Consultant shall be the sole property of Company.
5. TERM AND TERMINATION
(a) This Agreement will commence on the Effective Date and will continue until the earlier of 31 September 2022, or termination as provided below.
(b) Consultant may terminate this Agreement upon prior written notice thereof to the Company.
(c) Either party may terminate this Agreement upon material breach by the other party provided that the non-breaching party shall provide written notice of such breach and an opportunity to cure such breach (if curable) for a period of thirty (30) days.
(d) Upon termination of this Agreement, all rights and duties of the parties hereunder shall cease except:
(i) Company shall be obliged to pay, within thirty (30) days after receipt of Consultants final statement, all amounts owing to Consultant for unpaid Services completed by Consultant and related expenses, if any, in accordance with the provisions of Section 1 hereof, and
(ii) Sections 2, 3, 5(d), 6, 7 and 9 shall survive termination of this Agreement.
6. INDEPENDENT CONTRACTOR. Nothing in this Agreement shall in any way be construed to constitute Consultant as an agent, employee or representative of Company, but Consultant shall perform the Services as an independent contractor. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement.