Consulting Agreement (Page 5 of 7) in pdf

from the Services performed hereunder shall reside in COMPANY. Title

to all inventions and discoveries made jointly by CONSULTANT and

COMPANY resulting from the Services provided hereunder shall be

owned jointly by UR and COMPANY. Inventorship shall be determined in

accordance with U.S. Patent law. The COMPANY and CONSULTANT

acknowledge that CONSULTANT has an obligation to disclose to UR all

inventions created by him/her as more fully provided in UR’s Intellectual

Property policy.

COMPANY shall have no rights by reason of this

Agreement in any publication, invention, discovery or other intellectual

property, which is conceived, developed or reduced to practice, in whole

or in part, using facilities, equipment or funds of UR or while

CONSULTANT was performing work for UR.

[ALTERNATIVE TWO (recommended for consulting arrangements

where the consulting work is sufficiently different or separate from

the work consulting is performing at the University): Subject to the

provisions of this Section 7, CONSULTANT agrees to assign to

COMPANY any right, title and interest he/she may have in any invention

or discovery which (i) CONSULTANT conceives, develops and reduces to

practice solely as a direct result of performing the SERVICES for the

COMPANY under this Agreement, and (ii) was not generated, in whole or

in part, in the course of CONSULTANT’s activities as a UR employee, and

is not owned by UR or assignable to UR pursuant to its Intellectual

Property policy. The COMPANY and CONSULTANT acknowledge that

CONSULTANT has an obligation to disclose to UR all inventions created

by him/her as more fully provided in UR’s Intellectual Property policy.

COMPANY shall have no rights by reason of this Agreement in any

publication, invention, discovery or other intellectual property, which is

conceived, developed or reduced to practice, in whole or in part, using

facilities, equipment or funds of UR or while CONSULTANT was

performing work for UR.]

8. Compliance with Laws and Regulations.

In the performance of the

Services hereunder, CONSULTANT shall comply with all applicable

federal, state and local laws, regulations and guidelines. CONSULTANT

shall also comply with COMPANY's polices when on COMPANY

premises.

9. Limitation of Liability; Indemnification. CONSULTANT shall not be liable

to COMPANY for any loss incurred in the performance of his/her Services

hereunder unless caused by CONSULTANT’s intentional misconduct.

COMPANY agrees, at its sole defense, to indemnify and defend

CONSULTANT from and against any damages, claims or suits by third

parties against CONSULTANT arising from the performance of

CONSULTANT’s Services hereunder unless caused by CONSULTANT’s

intentional misconduct.

Consulting Agreement Page 5

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