- Acme Incorporated,
herein referred to as "
",
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is made as of 2016-07-09 (the "Effective Date"), by and between the Parties. and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: may issue Project Assignments to in the form attached to this as EXHIBIT A ("Project Assignment"). , will accept, seek a modification to or reject a Project Assignment. will perform the services set forth in all Project Assignment(s) accepted by ("Services"). will perform Services in accordance with the provisions of this and the specifications of Project Assignments. will have exclusive control over the manner and means of performing Services, including the choice of place and time. 's own expense, will provide a place of work and all equipment, tools and other materials necessary to complete Services. will make 's equipment or facilities available to to the extent necessary for to perform Services. will keep complete records of activities relating to the Services. will make regular reports to on the progress of Services. In particular, will promptly inform of any unexpected events, circumstances or conditions that may delay, endanger or impair the quality or expected benefits of Services to . will promptly respond to request for information from . will pay the fee set forth in each Project Assignment for Services rendered pursuant to this as 's sole compensation for such Services. will be reimbursed only for expenses that are expressly provided for in a Project Assignment or which have been approved in advance in writing by , provided has furnished such documentation for authorized expenses as may reasonably request. 's fees and expenses will be in accordance with terms and conditions set forth in the applicable Project Assignment. Unless otherwise provided in a Project Assignment, payment to of undisputed fees will be due thirty (30) days following 's receipt of an invoice which contains accurate records of the work performed sufficient to document the invoiced fees. for any reason, will be paid fees on the basis stated in Project Assignment(s) for work which has been completed." means this Consulting Agreement, including any annexes and amendments. including without limitation information regarding:.. as defined in the introduction section of this ... will run until 2017-12-31, unless earlier terminated as provided in this . will automatically renew on its anniversary date, for terms of one year. This will not renew if provides written notice at least 60 days prior to the end of a term this . may terminate this with or without cause, at any time upon written notice to which will be effective no earlier than 30 days after the notice. may terminate this with or without cause, at any time upon written notice to which will be effective no earlier than 90 days after the notice. immediately in the event the other Party has materially breached this and failed to cure such breach within 15 days of receipt of notice by the non-breaching Party. . 's relationship with is that of an independent contractor, and nothing in this is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between and any of 's employees or agents. is not authorized to make any representation, contract or commitment on behalf of . (if is an individual) and 's employees will not be entitled to any of the benefits that may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of Services and receipt of fees under this . is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Services under this . will not (a) withhold or make payments for any social security, federal, state or any other employee payroll taxes, (b) make unemployment insurance or disability insurance contributions or (c) obtain workers' compensation insurance on behalf of . will regularly report amounts paid to by filing Form 1099-MISC with the Internal Revenue Service as required by law. is reclassified as an employee of , or any affiliate of , by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal, state or foreign agency as the result of any administrative or judicial proceeding, agrees that and 's employees will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by . agrees that any and all Work Product shall be the sole and exclusive property of . Assigns Work Product hereby irrevocably assigns to all right, title and interest worldwide in and to any deliverables specified in a Project Assignment ("Deliverables"), and to any ideas, concepts, processes, discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other copyrightable works and any other work product created, conceived or developed by (whether alone or jointly with others) for during or before the term of this , including all copyrights, patents, trademarks, trade secrets and other intellectual property rights therein ("Work Product"). retains no rights to use Work Product and agrees not to challenge the validity of 's ownership of Work Product. agrees to execute, at 's request and expense, all documents and other instruments necessary or desirable to confirm such assignment, including without limitation, the copyright assignment set forth as EXHIBIT B ("Assignment of Copyright") and the patent assignment set forth as EXHIBIT C ("Assignment of Patent Application"). does not, for any reason, execute such documents within a reasonable time after 's request, hereby irrevocably appoints as 's attorney-in-fact for the purpose of executing such documents on 's behalf, which appointment is coupled with an interest. will deliver any Deliverables in accordance with the applicable Project Assignment and disclose promptly in writing to all other Work Product. has any rights, including without limitation "artist's rights" or "moral rights," in Work Product which cannot be assigned, hereby unconditionally and irrevocably grants to an exclusive (even as to ), worldwide, fully paid and royalty-free, irrevocable, perpetual license, with rights to sublicense through multiple tiers of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display Work Product in any medium or format, whether now known or later developed. In the event that has any rights in Work Product that cannot be assigned or licensed, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against or 's customers. agrees not to use or incorporate into any Work Product any intellectual property developed by any third party or by other than in the course of performing services for ("Preexisting IP"). uses or incorporates Preexisting IP into any Work Product, hereby grants to a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with the right to sublicense through multiple levels of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display in any medium or format, whether now known or later developed, such Preexisting IP incorporated or used in Work Product. represents and warrants that has an unqualified right to license to all Preexisting IP as provided in this section. incorporate into Work Product any software code licensed under the GNU, GPL, LGPL or any similar "open source" license. will be construed as granting any property rights, by license or otherwise, to any Confidential Information of Disclosing Party, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. 's Representations represents and warrants that: , has the right and unrestricted ability to assign the ownership of Work Product to as set forth in Section 3.3.1 (including without limitation the right to assign the ownership of any Work Product created by 's employees or contractors), has an unqualified right to grant to the license to Preexisting IP set forth in Section 3.3.3, and will comply with all applicable federal, state, local and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes and social security, disability and other contributions. agrees to indemnify and hold harmless from any and all damages, costs, claims, expenses or other liability (including reasonable attorneys' fees) arising from or relating to the breach or alleged breach by of the representations and warranties set forth in this Section 3.4. 's Additional Covenants's Premises's premises, agrees to comply with 's then-current access rules and procedures, including those related to safety, security and confidentiality. agrees and acknowledges that has no expectation of privacy with respect to 's telecommunications, networking or information processing systems (including stored computer files, email messages and voice messages) and that 's activities, including the sending or receiving of any files or messages, on or using those systems may be monitored, and the contents of such files and messages may be reviewed and disclosed, at any time, without notice., will not accept work, enter into a contract or accept an obligation from any third party, that is inconsistent or incompatible with (i) 's obligations or (ii) the scope of Services rendered for under this . warrants that there is no other contract or duty on its part inconsistent with this . agrees to indemnify from any and all loss or liability incurred by reason of the alleged breach by of any services agreement with any third party., and for a period of one (1) year immediately following its termination, agrees not to interfere with the business of in any manner. By way of example and not of limitation, agrees not to solicit or induce any employee, independent contractor or customer to terminate or breach an employment, contractual or other relationship with . that Receiving Party will hold in strict confidence and not disclose any Confidential Information of Disclosing Party. that Receiving Party will use Confidential Information of Disclosing Party only for the Purpose.. Any reproduction by Receiving Party of any Confidential Information of Disclosing Party will remain the property of Disclosing Party and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by Disclosing Party. with respect to a specific portion of Confidential Information if Receiving Party can demonstrate with competent evidence that such portion of Confidential Information:, Receiving Party may disclose Confidential Information, without violating the obligations of this , to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, and provided that, to the extent permitted by law Receiving Party gives Disclosing Party reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that Confidential Information so disclosed be used only for the purposes required by the law, regulation or order. will be in writing and will be delivered as follows with notice deemed given as indicated: or such other address as either Party may specify in writing. and any action related thereto will be governed, controlled, interpreted and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state., agrees to promptly deliver to the original and any copies of Confidential Information. , any Legal Proceeding arising out of or relating to this shall be brought in in the US District Court for, San Mateo, California or, if it cannot acquire jurisdiction, in the state courts for San Mateo, California. Each of the Parties: in any other tribunal, court or arbitral forum. or any of the documents referred to in this , the prevailing Party will be entitled to recover reasonable attorneys' fees and other costs incurred in such Legal Proceeding, in addition to any relief to which such Party may be entitled. or any of its obligations under this without the other Party's prior written consent. Any attempted assignment, subcontract, delegation or transfer in violation of the foregoing will be null and void. Subject to the foregoing, this will be for the benefit of each Party's successors and assigns, and will be binding on each Party's assignees. will be effective unless in writing and signed by the Party to be charged. by a Party on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. by a Party will not operate or be construed as a waiver of any other or subsequent breach., unless expressly stated otherwise:, and reference to a Person in a particular capacity excludes such Person in any other capacity; as a whole and not to any particular Article, Section, or other provision of this ; was negotiated by the Parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this to be construed or interpreted against any party as having been drafted by it will not apply to any construction or interpretation of this . are for convenience of reference only, shall not be deemed to be part of this , and shall not be referred to in connection with the construction or interpretation of this . may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. is the final, complete and exclusive agreement of the Parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the Parties with respect to such matters. is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. as of the Effective Date.
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shall render such services as may from time to time request, including, without limiting the generality of the foregoing:: shall invoice monthly for services and expenses and shall provide such reasonable receipts or other documentation of expenses as might request, including copies of time records. will be invoiced on the first day of each month for services rendered and expenses incurred during the previous month. on this Project Assignment, including all items in Section 2 above, is {Project.Maximum.$}. and its successors and assigns, the copyright in and to the following work, which was created by the following indicated author(s): above (" ") owns all right, title, and interest in and to the U.S. patent applications listed in Schedule C-1 ("Patent Applications"); and") desires to acquire 's entire right, title, and interest in and to Patent Applications, and in and to the inventions disclosed in Patent Applications, and to Future Patents (as hereinafter defined); does hereby sell, assign, and transfer to and its successors, assigns, and legal representatives, all right, title, and interest in and to Patent Applications, and to all future patents which may be granted therefor throughout the world, and all divisions, reissues, reexaminations, substitutions, continuations, continuations-in-part, utility conversions, and extensions thereof (collectively, "Future Patents"), together with all claims, causes of action, and damages for past infringement, if any, of said Patent Applications and Future Patents; and hereby authorizes and requests the United States Patent and Trademark Office and other patent offices throughout the world to issue all Future Patents resulting therefrom (insofar as 's interest is concerned) to . also hereby sells, assigns, and transfers to and its successors, assigns, and legal representatives all right, title, and interest to the inventions disclosed in Patent Applications and Future Patents throughout the world, including the right to file applications for and obtain patents, utility models, and industrial models, and designs for such inventions in 's own name throughout the world including all rights of priority, all rights to publish cautionary notices reserving ownership of such inventions, and all rights to register such inventions in appropriate registries; and further agrees to execute any and all powers of attorney, applications, assignments, declarations, affidavits, and any other papers in connection therewith reasonably necessary to perfect such right, title, and interest in and its successors, assigns, and legal representatives. has caused this instrument to be executed by its duly authorized corporate officer, effective as of 2016-07-09.