Part-time Collaborator Agreement

This is standard agreement for part-time collaborators.

PART-TIME COLLABORATOR AGREEMENT

This Part-time Collaborator Agreement (the “Agreement”) is made as of [Start Date] between [Company Name] with its principal place of business located at [Company Address](the "Company") and, [Collaborator Name]located at [Collaborator Address](the "Collaborator").

WHEREAS, Company sought the help of the Collaborator to execute specifc tasks; and

WHEREAS, the Company and Collaborator desire to enter into an agreement, which will define respective rights and duties as to all tasks to be performed;

NOW, THEREFORE, in consideration of covenants and agreements contained herein, the parties hereto agree as follows:

1. Tasks

Company shall ask Collaborator and Collaborator may perform Company with tasks (the "Tasks"), which shall include, without limitation:

[List tasks to be executed]

2. Compensation

(a) Employment offer. The work executed by Collaborator shall be performed in exchange for an employment offer, matching the responsibilities of the Collaborator during the execution of the Tasks;

(b) Vested Stocks Options. In addition to the job offer, the Company shall offer an amount to be determined of vested stock options from the Company employee stocks options plan.

(c) Date. The Company shall extend the employment offer once it gets the necessary funding. The vested stocks options shall be assign to Collaborator once the Company defines its stocks option plan.

(d) Tracking. Collaborator shall present on a weekly basis the hours and achievements for the week.

3. Collaborator Status

(a) Status. Collaborator is not an employee of Company.

(b) No Authority. Collaborator shall have no authority to act as agent for, or on behalf of, Company, or to represent Company, or bind Company in any manner.

(c) No Employee Benefits. Collaborator shall not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of Company.

4. Representations and Warranties. The Company and the Collaborator respectively represents and warrants to each other that each respectively is fully authorized and empowered to enter into the Agreement and that their entering into the Agreement and to each parties' knowledge the performance of their respective obligations under the Agreement will not violate any agreement between the Company or the Collaborator respectively and any other person, firm or organization or any law or governmental regulation.

5. Confidential Information

Collaborator shall not, during the time of execution of Tasks to the Company or thereafter, disclose to anyone other than authorized employees of the Company (or persons designated by such duly authorized employees of the Company) or use for the benefit of Collaborator and for any entity other than the Company, any information of a confidential nature, including but not limited to, information relating to: any such materials or intellectual property; any of the Company projects or programs; the technical, commercial or any other affairs of the Company; or, any confidential information which the Company has received from a third party.

6. Intellectual Property

(a) Work Product. During the course of executing the Tasks, Collaborator may, independently or in conjunction with Company, develop information, produce work product, or achieve other results for Company in connection with the Tasks it performs for Company.

(b) Ownership. Collaborator agrees that such information, work product, and other results, systems and information developed by Collaborator and/or Company in connection with such Services (hereinafter referred to collectively as the "Work Product") shall, to the extent permitted by law, be a "work made for hire" within the definition of Section 101 of the Copyright Act (17 U.S.C. 101), and shall remain the sole and exclusive property of Company.

(c) Assignment of Interest. To the extent any Work Product is not deemed to be a work made for hire within the definition of the Copyright Act, Collaborator with effect from creation of any and all Work Product, hereby assigns, and agrees to assign, to Company all right, title and interest in and to such Work Product, including but not limited to copyright, all rights subsumed thereunder, and all other intellectual property rights, including all extensions and renewals thereof.

(d) Moral Rights. Collaborator also agrees to waive any and all moral rights relating to the Work Product, including but not limited to, any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use, and subsequent modifications.

(e) Assistance. Collaborator further agrees to provide all assistance reasonably requested by Company, both during and subsequent to the Term of this Agreement, in the establishment, preservation and enforcement of Company's rights in the Work Product.

(f) Return of Property. Upon the termination of this Agreement, Collaborator agrees to deliver promptly to Company all printed, electronic, audio-visual, and other tangible manifestations of the Work Product, including all originals and copies thereof.

7. Non-Solicitation.

During the term of this Agreement and for 1 year after any termination of this Agreement, Collaborator will not, without the prior written consent of the Company, either directly or indirectly, on Collaborator 's own behalf or in the service or on behalf of others, solicit or attempt to solicit, divert or hire away any person employed by the Company, or any customer of the Company.

8. Term

This Agreement shall commence on the date and year first above written and shall continue for a period of 1 year unless earlier terminated in accordance with this Agreement.

9. Termination

(a) Notice of Termination. This Agreement may be terminated by either the Company or the Collaborator at any time for any reason, with or without cause, by giving written notice of termination.

(b) Compensation Upon Termination. If either parts decide to terminate this Agreement for any reason the Collaborator will not be eligible for compensation.

10. Indemnification

(a) Indemnification by Collaborator. Collaborator agrees to indemnify and hold harmless Company and its officers, directors, employees and agents, from and against all claims, liabilities, losses, costs, damages, judgments, penalties, fines, attorneys' fees, court costs and other legal expenses, insurance deductibles and all other expenses arising out of or relating to, directly or indirectly, from:

(i) the negligent, grossly negligent, or intentional act or omission of Collaborator or agents,

(ii) Collaborator's failure to perform any of its obligations under this Agreement, and

(iii) any act or omission of Collaborator in connection with the Work.

(b) Survival. Collaborator's obligations under this Section 10 shall survive termination or expiration of this Agreement.

13. General Provisions

(a) Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements, representations and understandings of the parties, written or oral.

(b) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

(c) Amendment. This Agreement may be amended only by written agreement of the parties.

(f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia, without regard to its conflict of laws rules.

(g) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

IN WITNESS WHEREOF, the Company and the Collaborator have each executed and delivered this Agreement as of the Effective Date.

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