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<br />AGREEMENT <br /> <br />drawings, film and video recordings, and other graphical representations, software, business methods, <br />inventions, improvements, and discoveries, and works of any similar nature (whether or not eligible for <br />copyright, trademark, patent or other proprietary rights), which are to be prepared for the CLIENT and delivered <br />under this Agreement. It does not include any of CONTRACTOR’s background intellectual property. Ownership of <br />the Works and all copyrights, trademarks, patents and other proprietary rights in the Works shall be owned <br />exclusively by CONTRACTOR. The CLIENT agrees that all copyrightable Works shall be considered a “work made <br />for hire” and that the CONTRACTOR is the author of and owns all rights in and to the Works. Notwithstanding <br />the foregoing, the CLIENT shall have a license to utilize the Works to maintain its equipment or to complete the <br />Work in the event of a termination of CONTRACTOR for cause. The CLIENT shall not have a license to use the <br />Works for any other project. <br /> <br />IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed intending to be bound <br />thereby. <br />CLIENT: CONTRACTOR: <br /> <br />By: By: <br />Its: Its: <br />Date: Date: <br /> <br /> <br /> <br /> <br /> <br />By: By: <br />Its: Its: <br />Date: Date: <br />AGREEMENT Page 14 of 15 <br /> <br />