DETERMINATION OF INTELLECTUAL PROPERTY RIGHTS AGREEMENT

1.

“VirtualScopics' Subject Invention(s)” means all intellectual property, including without limitation those listed on Attachment A and Attachment B and all technical information, know-how, copyrights, models, drawings, specifications, prototypes, inventions and software, whether or not patentable, that is discovered, created or reduced to practice by Dr. Parker in performance of work on behalf of VirtualScopics under his consulting arrangement with VirtualScopics.

2.

VirtualScopics acknowledges that Dr. Parker is a faculty member at the University and as such performs work for the University in fields other than those fields that are within the Fields of Invention or the VirtualScopics' Subject Inventions.

3.

For the purpose of complying with the terms of this agreement, the Parties agree to disclose to each other, in writing, each and every VirtualScopics' Subject Invention during the term of this Agreement. The Parties will disclose VirtualScopics' Subject Inventions to each other within thirty (30) days after Dr. Parker first discloses the invention in writing to the person(s) responsible for invention matters of the disclosing Party. In addition, each Party will disclose to the other, in writing, any VirtualScopics' Subject Invention disclosed to it by Dr. Parker during the time period beginning on the Effective Date and ending on the date of execution of this Agreement by both Parties, within thirty (30) days of such execution. All written disclosures of such inventions shall contain sufficient detail of the invention and identification of any statutory bars, and shall be marked confidential.

4.

Each Party agrees that all information disclosed hereunder is Confidential Information ("Confidential Information") and shall be held in the strictest confidence. Each Party agrees that it will use the Confidential Information disclosed to it by the other Party under this Agreement only for the purpose of monitoring and enforcing compliance with their respective intellectual property policies, and will not disclose such Confidential Information to a third party; provided that a Party may so disclose Confidential Information that: (a) was independently known by it prior to the disclosure by the other Party; (b) becomes generally known to the public through no act or omission of the Party or any other party with no duty to keep such information confidential; (c) has been or is made available to the Party by a third party having the lawful right to do so without breaching any obligation to either Party; or (d) the Party is required to disclose pursuant to a judicial or administrative order, provided that the Party shall notify the disclosing Party of the order and cooperate with the disclosing Party in obtaining a protective order if it opts to seek one. This provision shall survive the expiration or termination of this Agreement.

5.

The University agrees that it shall have no rights to or interest in any of the VirtualScopics’ Subject Inventions set forth on Attachments A and B.

6.

With respect to any VirtualScopics’ Subject Inventions (other than those set forth on Attachments A and B which are addressed separately in Section 5 above), the University agrees that it shall have no rights to any VirtualScopics' Subject Inventions made by Dr. Parker during the performance of this Agreement within the Fields of Invention that are developed by Dr. Parker solely or jointly with VirtualScopics or any third party other than the University in any laboratory, research facility, or other building of VirtualScopics or a partner of VirtualScopics other than the University.

7.

VirtualScopics acknowledges that the University does not waive any interest it may have in inventions, other than those inventions set forth on Attachments A and B, developed by Dr. Parker within the scope of his employment by the University, and that all inventions made by Dr. Parker during the term of this Agreement, other than those inventions set forth on Attachments A and B, directly or indirectly developed with the use of significant University resources and/or facilities, as defined in the University Policies, shall be the sole property of the University.

8.

Each party shall indemnify and hold the other harmless from and against any and all claims, liability, damage, loss, cost or expense (including reasonable attorneys’ fees and costs), whether incurred in a third party action or in an action to enforce this Agreement, arising as a result of the party’s negligence, misconduct or breach of this Agreement. This indemnity shall survive termination of this Agreement and shall be effective notwithstanding the limits of any applicable insurance coverage on the part of either party.

9.

This Agreement will have a term beginning with the Effective Date and ending one hundred eighty (180) days after the termination or expiration of Dr. Parker’s consulting arrangement with VirtualScopics.

10.

This Agreement may be terminated by a non-breaching party if another Party fails to comply with any term herein and such failure is not cured to the reasonable satisfaction of the non-breaching Party within thirty (30) days after the breaching Party’s receipt of notice of such breach. If the breach has not been cured within such time, Dr. Parker’s consulting arrangement with VirtualScopics will terminate at the end of the calendar month in which the time period expires, and this Agreement will continue for one hundred eighty (180) days thereafter.

11.

This Agreement may be terminated by either Party without cause upon one hundred eighty (180) days written notice to the other Party. If the Agreement is terminated by VirtualScopics without cause under this provision, Dr. Parker’s consulting arrangement with VirtualScopics will also terminate at the end of such one hundred eighty (180) day period.

12.

The obligations of the Parties which have accrued as of the date of termination or are intended to survive termination will not be affected by any termination of this Agreement. Termination of this Agreement shall not affect Dr. Parker’s obligations to VirtualScopics to comply with this Agreement and the Consulting Agreement and Dr. Parker's continuing obligations as a University faculty member to comply with University Policies including those related to intellectual property and performing external activities as an independent consultant.

13.

This Agreement will be construed in accordance with the laws of the United States of America and the State of New York, without reference to its conflict of law provisions. All actions or proceedings arising in connection with this Agreement will be tried and litigated exclusively in the courts located in Monroe County, New York. The parties consent to the exclusive personal jurisdiction of such venue, which choice of venue is intended by the parties to be mandatory and not permissive and to preclude the possibility of litigation between the parties arising out of this Agreement in any jurisdiction other than that specified in this Section. Each party waives any right it may have to assert the doctrine of forum non-conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section.

14.

This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and will become effective and binding upon the parties as of the execution date at such time as all the signatories hereto have signed a counterpart of this Agreement.

15.

This Agreement is the entire agreement between the parties with respect to its subject matter, and it supersedes all other prior and contemporary agreements and understandings, written or oral, between them with respect thereto. This Agreement may be modified only by a written instrument signed by both parties.

16.

This Agreement is binding on and will inure to the benefit of the respective successors and permitted assigns of the parties.

17.

All rights and remedies available at law or in equity available to a party are will be considered to be cumulative and not limited by this Agreement.

18.

All notices to a party hereunder will be in writing and will be delivered personally, by certified or registered mail (return receipt requested), or by a nationally recognized courier service with a tracking system to verify receipt. Notices will be effective upon receipt and delivered to the addresses set forth below or to such other address as may be changed by notice.