Consulting Agreement

Agreement, “Confidential Information” shall mean all information of the Company that, although such information does not qualify as a trade secret under applicable law, such information is not known to the public or the Company’s competitors, generally. Confidential Information includes, but is not limited to, information constituting or relating to (i) research or development techniques, plans, programs or results, discoveries and inventions, (ii) know‑how, scientific, engineering, or other technical information relating to research and/or developmental efforts, existing, new or envisioned products or services of the Company, and its source and object code, (iii) existing, new or envisioned products or services of the Company or product or service features, specifications, designs, development, performance attributes and/or methods or processes for their manufacture or provision, (iv) business or financial information relating to the Company or its products or services, research or development efforts, intellectual property assets including licenses, manufacturing or other operations, suppliers, purchasing, inventories, marketing, sales, distribution, customers, pricing, costs, quotations, personnel and/or third party relationships, (v) information determined by the Company to be confidential and proprietary and that is identified as such prior to or at the time of its disclosure to Consultant, and (vi) information received by the Company from others that the Company has an obligation to treat as confidential and that is identified as confidential information or information subject to such confidentiality obligation prior to or at the time of its disclosure to Consultant.

The term “Confidential Information” shall not include information that: (i) is or later becomes generally available to or known by the public though no breach of this Agreement by Consultant; (ii) is obtained by Consultant from a third party who had the legal right to disclose the information to Consultant; or (iii) is required to be disclosed by law, government regulation, or court order.

jointly with others) in the course of rendering the Services that are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. Any works that are not found to be “works for hire” are hereby assigned to the Company. Consultant will promptly disclose all Inventions to the Company and execute all documents which the Company may reasonably require to perfect its patent, copyright and other rights to such Inventions throughout the world. After the termination of this Agreement, Consultant will cooperate with the Company to assist it in perfecting its rights to any Inventions including executing all documents which the Company may reasonably require.
The term “Inventions” as used in this Agreement means all ideas, designs, modifications, formulations, concepts, know-how, trade secrets, discoveries, inventions, data, software, developments and copyrightable works, whether or not patentable or registrable, which Consultant originates, discovers or develops, either alone or jointly with others while Consultant has provided or hereafter during the Term provides consulting services to the Company which are (i) originated, discovered or developed during Consultant’s hours working for the Company under this Agreement, or (ii) originated, discovered or developed in whole or in part using materials, labor, facilities, Confidential Information, trade secrets, or equipment furnished by the Company.

Federal funds provided by or under the control of the Institution or, unless the Institution agrees otherwise, to any invention, discovery or other intellectual property conceived, made or reduced to practice by Consultant in the course of performing his employment duties to the Institution using the Institution’s premises, supplies, equipment or other resources.

compensation, unemployment taxes or any other similar coverages or taxes regarding Consultant. Consultant acknowledges and agrees that Consultant shall report as income all compensation that Consultant receives pursuant to this Agreement and shall pay all self-employment, social security, Medicare and other applicable taxes thereon. Consultant acknowledges that Consultant is solely responsible for Consultant’s compliance with all laws and regulations applicable to the performance of the Services and to obtain and maintain any federal, state, and/or local licenses or registrations necessary to perform the Services.

would be inadequate. In recognition of the foregoing, Consultant agrees that, in addition to any other relief afforded by law, including damages sustained by a breach of this Agreement, the Company will have the right to enforce this Agreement by specific remedies, which will include, among other things, temporary and permanent injunctions, it being the understanding of the undersigned parties hereto that both damages and injunctions will be proper modes of relief and are not to be considered as alternative remedies.

With the intent to be legally bound, the parties have caused this Consulting Agreement to be duly executed.