Services for Company following execution of this Agreement, and (iii) all patent, copyright, trademark, trade secret and other intellectual property rights in any of the foregoing, whether now known or hereafter recognized in any jurisdiction (collectively, “Work Product”). Consultant hereby assigns to Company all of Consultant’s right, title and interest in and to any and all Work Product. Consultant hereby waives any applicable moral rights in the Work Product.
3.2Assistance. Consultant agrees to execute all papers, including patent applications, invention assignments and copyright assignments, and otherwise agrees to assist Company as reasonably required at Company’s reasonable expense to perfect in Company the right, title and other interest in Work Product expressly granted to Company under this Agreement.
3.3License to Perform Services. Company hereby grants to Consultant a non-exclusive, limited license during the term of this Agreement, under all intellectual property rights owned or controlled by Company, solely to the extent required for Consultant to perform Services in accordance with the terms of this Agreement. With the exception of the foregoing limited license, no right, title or interest in or to any intellectual property rights of the Company are granted to Consultant under this Agreement.
4.TERM AND TERMINATION. The initial term of this Agreement shall begin on the Effective Date and continue for a period of one (1) year unless terminated under this Section 4. Following the initial term, this Agreement shall automatically renew for additional ninety (90) day terms, unless earlier terminated under this Section 4. Either party may terminate this Agreement at any time upon ninety (90) calendar days’ advance written notice. Sections 2 through 6 shall survive expiration or any termination of this Agreement.
5.INDEPENDENT CONTRACTOR. Consultant’s relationship with Company will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Consultant is not the agent of Company in performing its duties under this Agreement, and is not authorized to make any representation, warranty, contract, or commitment on behalf of Company in its capacity as a Consultant hereunder. Consultant will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to Consultant’s performance of services and receipt of fees under this Agreement. Because Consultant is an
independent contractor, Company will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain worker’s compensation insurance on Consultant’s behalf. Consultant agrees to accept exclusive liability for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to Consultant under this Agreement.
6.GENERAL.
6.1Assignment. The parties’ rights and obligations under this Agreement will bind and inure to the benefit of their respective successors, heirs, executors, administrators and permitted assigns. Company may freely assign this Agreement, and Consultant expressly agrees that any intellectual property rights licensed to Company are transferable to Company’s assignee without Consultant’s consent. Consultant shall not assign this Agreement or Consultant’s rights or obligations hereunder without the prior written consent of Company. Any such purported assignment not in accordance with this Section 6.1 shall be null and void.
6.2Governing Law; Jurisdiction. The rights and obligations of the parties under this Agreement shall be governed in all respects by the laws of the State of California without regard to conflict of law principles. Consultant agrees that, upon Company’s request, all disputes arising hereunder shall be adjudicated in the state and federal courts having jurisdiction over disputes arising in San Francisco, California, and Consultant hereby agrees to consent to the personal jurisdiction of such courts.
6.3Notices. All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to such address as either party may specify in writing.
6.4Entire Agreement; Waiver and Modification; Severability; Construction. This Agreement may not be waived, modified or amended unless mutually agreed upon in writing by both parties. As used in this Agreement, the words “include” and “including,” and variations thereof, will be deemed to be followed by the words “without limitation.” In the event any provision of