INDEPENDENT CONTRACTOR CONFIDENTIALITY AND …

1 INDEPENDENT CONTRACTOR CONFIDENTIALITY AND intellectual property AGREEMENT This INDEPENDENT CONTRACTOR CONFIDENTIALITY and intellectual property Agreement ( the Agreement ) is between _____ ( the CONTRACTOR ) and ServiceLink ( the Company ). WHEREAS, the Company and the CONTRACTOR desire to enter into an agreement pursuant to which the CONTRACTOR will perform certain services for the Company; and WHEREAS, the Company desires to protect confidential information vital to the economic success of the Company as well as comply with Secrecy Agreements to which the Company is a party or to which the Company may become a party in the future.

2 NOW, THEREFORE, in consideration for engaging the CONTRACTOR , and in further consideration of the covenants set forth below, and intending to be legally bound, the Company and the CONTRACTOR hereby agree as follows: 1. CONFIDENTIALITY . (a) CONTRACTOR s Access to Confidential Information. The CONTRACTOR acknowledges that, during the CONTRACTOR s engagement with the Company, the CONTRACTOR will have access to confidential and proprietary business information and trade secrets of the Company, including but not limited to information concerning customers and prospective customers; customer lists; customer contact information; customer histories and requirements; financial information; contracts; sales information; product and service pricing and pricing strategies.

3 Marketing strategies and other marketing information; computer software and codes; SLF - INDEPENDENT CONTRACTOR CONFIDENTIALITY research and development information; and internal business policies and practices, all of which are of substantial value to the Company in its business. (b) CONTRACTOR s Obligation Regarding Company Business Information; Injunctive Relief. The CONTRACTOR understands and agrees that if, during the CONTRACTOR s engagement with the Company or at any time thereafter, the CONTRACTOR discloses to third parties, uses for the CONTRACTOR s own benefit or for the benefit of third parties, or copies or makes notes of any confidential or proprietary information or trade secrets of the Company, except as may be required by the services that the CONTRACTOR performs for the Company.

4 Such conduct shall constitute a breach of the confidence and trust bestowed upon the CONTRACTOR by the Company. The CONTRACTOR expressly agrees that injunctive relief, in addition to any other remedies provided by law or in equity, shall be necessary and appropriate in the event of any such conduct by the CONTRACTOR . (c) Covenant Not to Use or Disclose Confidential or Non-Public Business Information of the Company s. The CONTRACTOR agrees that, all times during and after the CONTRACTOR s engagement with the Company, the CONTRACTOR will not use or cause to be used for the CONTRACTOR s own benefit or for the benefit of any third party, or disclose to any third party in any manner, directly or indirectly, any information of a confidential or proprietary nature, trade secrets or any other knowledge or information, except that which is public knowledge, of or relating to the Company s business.

5 Without the Company s express prior written consent. (d) Return of Company Information and property . The CONTRACTOR agrees to return to the Company, either before or immediately upon the termination of the CONTRACTOR s engagement, or at any time upon the Company s request, any and all written information, materials and equipment which constitute, contain or relate in any way to proprietary or confidential information or trade secrets of the Company and any other documents, equipment and materials of any kind which constitute the property of the Company.

6 Whether confidential or -2- SLF - INDEPENDENT CONTRACTOR CONFIDENTIALITY 05/03/07 not, including any and all copies or notes thereof which may have been made by or for the CONTRACTOR . After the termination of the CONTRACTOR s engagement, the CONTRACTOR shall not retain, in hard copy, computer, electronic, or any other form, any information which constitutes, contains, or relates in any way to proprietary, confidential, or trade secret information of the Company s. (e) CONTRACTOR s Obligation Regarding Information Concerning Internal Business Matters.

7 The CONTRACTOR agrees that, during the term of the CONTRACTOR s engagement with the Company and at all times thereafter, and except as may be required in the performance of services by the CONTRACTOR for the Company, the CONTRACTOR will not utilize for the CONTRACTOR s own benefit or that of any third party, and will not use or disclose to any third party, the CONTRACTOR s knowledge of or any information concerning the Company s internal organization or business structure or the work assignments or capabilities of any officer or employee of the Company, without the Company s express prior written consent.

8 2. intellectual property . (a) Inventions and Discoveries. Any information, ideas, concepts, improvements, inventions, discoveries, suggestions, trademarks, service marks, trade names, copyrightable works and mask works (hereinafter referred to collectively as intellectual property ) which relate to the present or anticipated business activities of the Company and which the CONTRACTOR makes or conceives, either jointly or with others, at any time during the CONTRACTOR s engagement with the Company, shall be the property of the Company, and the CONTRACTOR shall communicate promptly and does hereby assign to the Company all rights to such intellectual property .

9 To the extent that the intellectual property consists of copyrightable subject matter, the CONTRACTOR and the Company agree and acknowledge that the subject matter and any and all rights with respect to that subject matter are and shall be deemed, to the extent allowed by law, to be produced under the Agreement for the Company as a work made for hire. -3- SLF - INDEPENDENT CONTRACTOR CONFIDENTIALITY 05/03/07 (b) CONTRACTOR Assistance with Patent, Trademark, and Copyright Registration. During and after the period of the CONTRACTOR s engagement with the Company, the CONTRACTOR shall execute all documents, and will assist the Company in every reasonable and proper way, to obtain and enforce patents, trademark registrations, service mark registrations and copyrights for the intellectual property in any and all countries.

10 The Company will pay the expenses for obtaining and enforcing these patents, trademark registrations, service mark registrations, and copyrights, but the CONTRACTOR will receive no payment for the CONTRACTOR s assistance other than the payments that the CONTRACTOR receives for other services rendered by the CONTRACTOR to the Company as an INDEPENDENT CONTRACTOR to the Company. (c) Exclusion. No provision in the Agreement is intended to require assignment of any of the CONTRACTOR s rights to intellectual property for which no equipment, supplies, facilities, or confidential information of the Company was used; which was developed entirely on the CONTRACTOR s own time; which does not relate directly to the present or anticipated business activities of the Company or to the actual or anticipated research development activities of the Company.