CONSULTING AGREEMENT

Confidentiality Obligations. “Confidential Information” means technical and business information about the Company, its divisions, subsidiaries and affiliates, and their respective clients and customers that is learned by the Consultant in the course of the consulting relationship with the Company, including, without limitation, any and all proprietary Inventions (as defined below), customer and potential customer names, product plans and designs, licenses and other agreements, marketing and business plans, and various other technical, financial, businesses and/or trade secret information of the Company, its divisions, subsidiaries and affiliates, and their respective clients and customers. The Consultant acknowledges that such Confidential Information is specialized, unique in nature and of great value to the

Company, and that such information gives the Company a competitive advantage. During the Term and thereafter, the Consultant will not: (a) use any Confidential Information, however acquired, except as necessary within the scope of consulting duties to the Company (unless the Consultant is required to disclose such information by law or pursuant to a judicial order, and in such case, prior written notice to the Company is required); (b) duplicate or replicate, or cause or permit others to duplicate or replicate, any document or other material in any medium embodying any Confidential Information except as necessary within the scope of consulting duties to the Company; or (c) disclose, or permit the disclosure of, any Confidential Information to any person, without the prior written consent of the Company. The Consultant acknowledges that the Company owns all right, title and interest in and to the Confidential Information, and that the Consultant does not acquire hereunder, or otherwise, any right, title or interest in any Confidential Information. During the Term, the Consultant may not provide services to a third party that could in any way present a conflict of interest to the Consultant with respect to the services he provides to the Company or may in any way interfere with the Consultant’s responsibilities and duties to the Company. The Consultant shall keep the contents of this Agreement confidential and shall not disclose the existence or contents of this Agreement to any third party without the prior written consent of the Company. All of the Confidential Information described above shall remain the sole and exclusive property of the Company.

Inventions. “Inventions” means all ideas, inventions, discoveries, improvements, trade secrets, formulae, techniques, data, software, programs, systems, specifications, developments, system architectures, documentation, algorithms, flow charts, logic diagrams, source code, methods, processes, and other formation, including works-in-progress, whether or not subject to statutory protection, whether or not reduced to practice, which are conceived, created, authored, developed, or reduced to practice by the Consultant, either alone or jointly with others, whether on the premises of the Company or not, during the course of the consulting relationship with the Company; provided, however, that any of the foregoing occurring which (i) do not relate to the actual or anticipated business, activities, research or investigations of the Company or its divisions, subsidiaries or affiliates, (ii) do not result from or are not suggested by work performed by the Consultant for the Company, or (iii) do not result, to any extent, from use of the Company’s premises or property shall not constitute Inventions for purposes of this Agreement. The Consultant hereby acknowledges and agrees that all copyrightable works included in the Inventions shall be “works made for hire” within the meaning of the Copyright Act of 1976, as amended (17 U.S.C. §101), and that the Company is to be the “author” within the meaning of such Act. The Consultant acknowledges and agrees that all Inventions are the sole and exclusive property of the Company. In the event that title to any or all of the Inventions does not or may not, by operation of law, vest in the Company, the

Consultant hereby assigns to the Company all its/his right, title and interest in all Inventions and all copies of them, in whatever medium fixed or embodied, and in all writing relating thereto in the Consultant’s possession or control. The Consultant hereby expressly waives any moral rights or similar rights in any Invention or any such work made for hire. The Consultant agrees not to file any patent, copyright or trademark applications relating to any Invention. The Consultant agrees to assist the Company, whether before or after the termination or expiration of this Agreement or any consulting relationship with Company, in perfecting, registering, maintaining, and enforcing, in any jurisdictions the Company’s rights in the Inventions by performing promptly all acts and executing all documents deemed necessary or convenient by the Company. If the Company is unable, after duly reasonable effort, to secure the Consultant’s signature on any such documents, the Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Consultant’s agent and attorney-in-fact to do all lawfully permitted acts (including, but not limited to, the execution, verification and filing of applicable documents) with the same legal force and effect as if performed by the Consultant.