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David Pressman Consultant's Work Agreement

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Consultant's Work Agreement

1. Parties: This Consultant's Work Agreement is made between the following parties:

Name(s): ___________________________________________________________________________

Address(es): ________________________________________________________________________

___________________________________________________________________________________

(hereinafter Contractor), and

Name(s): ___________________________________________________________________________

Address(es): ________________________________________________________________________

___________________________________________________________________________________

(hereinafter Consultant).

2. Name of Project: __________________________________________________________________

3 Statement of Work to Be Performed by Consultant: _____________________________________

___________________________________________________________________________________

___________________________________________________________________________________

4 Payment Schedule: ________________________________________________________________

___________________________________________________________________________________

5. Effective Date: This Agreement shall be effective as of the latter signature date below.

6. Recitals: Contractor has one or more ideas relating to the above project and desires to have such project developed more completely, as specified in the above Statement of Work. Consultant has certain skills desired by Contractor relating to performance of the above Work.

7. Performance: Consultant will perform the above work for Contractor, in accordance with the above Statement of Work and Contractor will payments to Consultant according to the above Payment Schedule. Any changes to the Statement of Work or Payment Schedule shall be ineffective unless described in a writing referring to this Agreement and signed and dated by both parties. Time is of the essence of this Agreement. If Consultant fails to perform according to the above work schedule, contractor may (a) void this agreement and pay consultant 50% of what would otherwise be due, or (b) require that Consultant pay Contractor a penalty of $_________ per day of delay.

8. Intellectual Property: "Intellectual Property" means inventions, trademarks, writings, information, trade secrets, discoveries, or improvements, whether or not registrable or patentable. All intellectual property which is conceived, constructed, or written by Consultant and arises out of or is related to work and services performed under this agreement, is, and shall become and remain, the sole and exclusive property of Contractor. This is so whether or not such intellectual property is conceived during the time such work and services are performed or billed.

9A. Protection of Intellectual Property: Contractor and Consultant recognize that under U.S. patent laws, al patent applications must be filed in the name of the true and actual inventor(s) of the subject matter sought to be patented. Thus if Consultant makes any patentable inventions relating to the above project, Consultant agrees to be named as an applicant in any U.S. patent application(s) filed on such inventions). Actual ownership of such patent applications shall be governed by Clause 8.

9B. Consultant shall promptly disclose to Contractor in writing all information pertaining to any intellectual property generated or conceived by Consultant under this Agreement. Consultant hereby assigns and agrees to assign all of Consultant’s rights to such intellectual property, including patent rights and foreign priority rights. Consultant hereby expressly agrees, without further charge for time, to do all things and sign all documents deemed by Contractor to be necessary or appropriate to enable Contractor to obtain full and exclusive ownership of such intellectual property. Contractor shall bear all expenses relating thereto, except that minor reasonable local travel time and expenses shall be borne by Consultant.

10. Trade Secrets: Consultant recognizes that all information relating to the above Project disclosed to Consultant by Contractor, and all information generated by Consultant in the performance of the above Work, is a valuable trade secret of Contractor. Consultant shall treat all such information as strictly confidential, during and after the performance of work under this Agreement. Specifically Consultant shall not reveal, publish, or communicate any such information to anyone other than Contractor, and shall safeguard all such information from access to anyone other than Contractor, except upon the express written authorization of Contractor. This clause shall not apply to any information which Consultant can document in writing is presently in or enters the public domain from a bona tide source other than Consultant.

11. Return of Property: Upon request from Contractor at any time, Consultant agrees to return all written materials (copies and originals) and objects received from Contractor or resulting from or relating to work performed under this Agreement. Contractor agrees not to deliver to any person, organization, or publisher, or cause to be published, any such written materials or object without prior written authorization of Contractor.

12. Conflicts of Interest: Consultant recognizes a fiduciary obligation to Contractor arising out of the work and services performed under this agreement. Accordingly Contractor will not offer Consultant’s service to or perform services for any competitor, potential or actual, of Contractor for the above Project, or perform any other acts which may result in any conflict of interest by Consultant, during and after the term of this Agreement.

13. Mediation and Arbitration: If any dispute arises under this Agreement, the parties shall negotiate in good faith to settle such dispute. If the parties cannot resolve such dispute themselves, then either party may submit the dispute to mediation by a mediator approved by both parties. If the parties cannot agree to any mediator, or if either party does not wish to abide by any decision of the mediator, they shall submit the dispute to arbitration by any mutually acceptable arbitrator, or the American Arbitration Association (AAA). If the AAA is selected, the arbitration shall take place under the auspices of the nearest branch of such to both parties. The costs of the arbitration proceeding shall be borne according to the decision of the arbitrator, who may apportion costs equally, or in accordance with any finding or fault or lack of good faith of either party. The arbitrator’s award shall be non-appealable and enforceable in any court of competent jurisdiction.

14. Governing Law: This Agreement shall be governed by and interpreted under and according to the laws of the State of ______________________.

15. Signatures: The parties have indicated their agreement to all of the above terms by signing this Agreement on the respective dates below indicated. Each party has received an original signed copy hereof.

Contractor:________________________________________________ Date: ____________________

Consultant:________________________________________________ Date: ____________________

Form 4-3

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