Contractor Name: ------------------------
Effective Date: -------------, 19-- ("Effective Date")
INDEPENDENT CONTRACTOR SERVICES AGREEMENT
THIS AGREEMENT is between SHOPPING SHERLOCK INC., a Washington corporation and
its successors or assignees ("Shopping Sherlock ") and the undersigned
______________________________ (the "Contractor").
1. ENGAGEMENT OF SERVICES. Shopping Sherlock may from time to time issue Project
Assignment(s) in the form attached to this Agreement as Exhibit A. Subject to
the terms of this Agreement, Contractor will, to the best of its ability, render
the services set forth in Project Assignment(s) accepted by Contractor (the
"Project(s)") by the completion dates set forth therein. The manner and means by
which Contractor chooses to complete the Projects are in Contractor's sole
discretion and control. Contractor agrees to exercise the highest degree of
professionalism, and to utilize its expertise and creative talents in completing
such Projects. In completing the Projects, Contractor agrees to provide its own
equipment, tools and other materials at its own expense. Shopping Sherlock will
make its facilities and equipment available to Contractor when necessary.
Contractor shall perform the services necessary to complete the Projects in a
timely and professional manner consistent with industry standards, and at a
location, place and time which the Contractor deems appropriate. Contractor may
not subcontract or otherwise delegate its obligations under this Agreement
without Shopping Sherlock 's prior written consent. [If Contractor is not a
natural person, then before any Contractor employee or consultant performs
services in connection with this Agreement, the employee or consultant and
Contractor must have entered into a written agreement expressly for the benefit
of Shopping Sherlock and containing provisions substantially equivalent to this
section and to Section 4 below.]
2. COMPENSATION. Shopping Sherlock will pay Contractor a fee for services
rendered under this Agreement as set forth in the Project Assignment(s)
undertaken by Contractor. [Contractor shall be responsible for all expenses
incurred in performing services under this Agreement.] or [Contractor will be
reimbursed for any reasonable expenses incurred in connection with the
performance of services under this Agreement provided Contractor submits
verification of such expenses as Shopping Sherlock may require.] Upon
termination of this Agreement for any reason, Contractor will be paid fees and
expenses on a proportional basis as stated in the Project Assignment(s) for work
which is then in progress, to and including the effective date of such
termination. Unless other terms are set forth in the Project Assignment(s) for
work which is in progress, Shopping Sherlock will pay the Contractor for
services and will reimburse the Contractor for previously approved expenses
within thirty (30) days of the date of Contractor's invoice.
3. INDEPENDENT CONTRACTOR RELATIONSHIP. Contractor's relationship with Shopping
Sherlock 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. Contractor is not the agent of Shopping Sherlock and is not
authorized to make any representation, contract, or commitment on behalf of
Shopping Sherlock . Contractor will not be entitled to any of the benefits which
Shopping Sherlock may make available to its employees, such as group insurance,
profit-sharing or retirement benefits. Contractor will be solely responsible for
all tax returns and payments required to be filed with or made to any federal,
state, provincial or local tax authority with respect to Contractor's
performance of services and receipt of fees under this Agreement. Shopping
Sherlock will regularly report amounts paid to Contractor by filing Form
1099-MISC with the Internal Revenue Service and the equivalent forms with
Revenue Canada as required by law. Because Contractor is an independent
contractor, Shopping Sherlock will not withhold or make payments for social
security; make unemployment insurance or disability insurance contributions; or
obtain worker's compensation insurance on Contractor's behalf. Contractor 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 and
similar taxes based on fees paid to Contractor, its agents or employees under
this Agreement. Contractor hereby agrees to indemnify and defend Shopping
Sherlock against any and all such taxes or contributions, including penalties
and interest. [Contractor is free to enter any contract to provide services to
other business entities, except any contract which would induce Contractor to
violate this Agreement.]
4. TRADE SECRETS - INTELLECTUAL PROPERTY RIGHTS.
4.1 Proprietary Information. Contractor agrees during the term of this
Agreement and thereafter that it will take all steps reasonably necessary to
hold Shopping Sherlock 's Proprietary Information in trust and confidence, will
not use Proprietary Information in any manner or for any purpose not expressly
set forth in
1.
this Agreement, and will not disclose any such Proprietary Information to any
third party without first obtaining Shopping Sherlock 's express written consent
on a case-by-case basis. By way of illustration but not limitation "Proprietary
Information" includes (a) trade secrets, inventions, mask works, ideas,
processes, formulas, source and object codes, data, programs, other works of
authorship, know-how, improvements, discoveries, developments, designs and
techniques (hereinafter collectively referred to as "Inventions"); and (b)
information regarding plans for research, development, new products, marketing
and selling, business plans, budgets and unpublished financial statements,
licenses, prices and costs, suppliers and customers; and (c) information
regarding the skills and compensation of other employees of Shopping Sherlock .
Notwithstanding the other provisions of this Agreement, nothing received by
Contractor will be considered to be Shopping Sherlock Proprietary Information if
(1) it has been published or is otherwise readily available to the public other
than by a breach of this Agreement; (2) it has been rightfully received by
Contractor from a third party without confidential limitations; (3) it has been
independently developed for Contractor by personnel or agents having no access
to Shopping Sherlock Proprietary Information; or (4) it was known to Contractor
prior to its first receipt from Shopping Sherlock .
4.2 Third Party Information. Contractor understands that Shopping Sherlock
has received and will in the future receive from third parties confidential or
proprietary information ("Third Party Information") subject to a duty on
Shopping Sherlock 's part to maintain the confidentiality of such information
and use it only for certain limited purposes. Contractor agrees to hold Third
Party Information in confidence and not to disclose to anyone (other than
Shopping Sherlock personnel who need to know such information in connection with
their work for Shopping Sherlock ) or to use, except in connection with
Contractor's work for Shopping Sherlock , Third Party Information unless
expressly authorized in writing by an officer of Shopping Sherlock .
4.3 No Conflict of Interest. Contractor agrees during the term of this
Agreement not to accept work or enter into a contract or accept an obligation,
inconsistent or incompatible with Contractor's obligations under this Agreement
or the scope of services rendered for Shopping Sherlock . Contractor warrants
that to the best of its knowledge, there is no other existing contract or duty
on Contractor's part inconsistent with this Agreement, unless a copy of such
contract or a description of such duty is attached to this Agreement as Exhibit
B. Contractor further agrees not to disclose to Shopping Sherlock , or bring
onto Shopping Sherlock 's premises, or induce Shopping Sherlock to use any
confidential information that belongs to anyone other than Shopping Sherlock or
Contractor.
4.4 Disclosure of Work Product. As used in this Agreement, the term "Work
Product" means any Invention, whether or not patentable, and all related
know-how, designs, mask works, trademarks, formulae, processes, manufacturing
techniques, trade secrets, ideas, artwork, software or other copyrightable or
patentable works. Contractor agrees to disclose promptly in writing to Shopping
Sherlock , or any person designated by Shopping Sherlock , all Work Product
which is solely or jointly conceived, made, reduced to practice, or learned by
Contractor in the course of any work performed for Shopping Sherlock ("Shopping
Sherlock Work Product"). Contractor represents that any Work Product relating to
Shopping Sherlock 's business or any Project which Contractor has made,
conceived or reduced to practice at the time of signing this Agreement ("Prior
Work Product") has been disclosed in writing to Shopping Sherlock and attached
to this Agreement as Exhibit C. If disclosure of any such Prior Work Product
would cause Contractor to violate any prior confidentiality agreement,
Contractor understands that it is not to list such Prior Work Product in Exhibit
C but it will disclose a cursory name for each such invention, a listing of the
party(ies) to whom it belongs, and the fact that full disclosure as to such
Prior Work Product has not been made for that reason. A space is provided in
Exhibit C for such purpose.
4.5 Ownership of Work Product. Contractor shall specifically describe and
identify in Exhibit C all technology which (a) Contractor intends to use in
performing under this Agreement, (b) is either owned solely by Contractor or
licensed to Contractor with a right to sublicense and (c) is in existence in the
form of a writing or working prototype prior to the Effective Date ("Background
Technology"). Contractor agrees that any and all Inventions conceived, written,
created or first reduced to practice in the performance of work under this
Agreement shall be the sole and exclusive property of Shopping Sherlock .
4.6 Assignment of Shopping Sherlock Work Product. Except for Contractor's
rights in the Background Technology, Contractor irrevocably assigns to Shopping
Sherlock all right, title and interest worldwide in and to the Shopping Sherlock
Work Product and all applicable intellectual property rights related to the
Shopping Sherlock Work Product, including without limitation, copyrights,
trademarks, trade secrets, patents, moral rights, contract and licensing
2.
rights (the "Proprietary Rights"). Except as set forth below, Contractor retains
no rights to use the Shopping Sherlock Work Product and agrees not to challenge
the validity of Shopping Sherlock 's ownership in the Shopping Sherlock Work
Product. Contractor hereby grants to Shopping Sherlock a non-exclusive,
royalty-free, irrevocable and world-wide right, with rights to sublicense
through multiple tiers of sublicensees, to reproduce, make derivative works of,
publicly perform, and publicly display in any form or medium, whether now known
or later developed, distribute, make, use and sell Background Technology and any
Prior Work Product incorporated or used in the Shopping Sherlock Work Product
for the purpose of developing and marketing Shopping Sherlock products [but not
for the purpose of marketing Background Technology or Prior Work Products
separate from Shopping Sherlock products].
4.7 Waiver or Assignment of Other Rights. If Contractor has any rights to
the Shopping Sherlock Work Product that cannot be assigned to Shopping Sherlock,
Contractor unconditionally and irrevocably waives the enforcement of such
rights, and all claims and causes of action of any kind against Shopping
Sherlock with respect to such rights, and agrees, at Shopping Sherlock 's
request and expense, to consent to and join in any action to enforce such
rights. If Contractor has any right to the Shopping Sherlock Work Product that
cannot be assigned to Shopping Sherlock or waived by Contractor, Contractor
unconditionally and irrevocably grants to Shopping Sherlock during the term of
such rights, an exclusive, irrevocable, perpetual, worldwide, fully paid and
royalty-free license, with rights to sublicense through multiple levels of
sublicensees, to reproduce, create derivative works of, distribute, publicly
perform and publicly display by all means now known or later developed, such
rights.
4.8 Assistance. Contractor agrees to cooperate with Shopping Sherlock or
its designee(s), both during and after the term of this Agreement, in the
procurement and maintenance of Shopping Sherlock 's rights in Shopping Sherlock
Work Product and to execute, when requested, any other documents deemed
necessary by Shopping Sherlock to carry out the purpose of this Agreement.
Contractor agrees to execute upon Shopping Sherlock 's request a signed transfer
of copyright to Shopping Sherlock in the form attached to this Agreement as
Exhibit D for all Shopping Sherlock Work Product subject to copyright
protection, including, without limitation, computer programs, notes, sketches,
drawings and reports.
4.9 Enforcement of Proprietary Rights. Contractor will assist Shopping
Sherlock in every proper way to obtain, and from time to time enforce, United
States and foreign Proprietary Rights relating to Shopping Sherlock Work Product
in any and all countries. To that end Contractor will execute, verify and
deliver such documents and perform such other acts (including appearances as a
witness) as Shopping Sherlock may reasonably request for use in applying for,
obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary
Rights and the assignment thereof. In addition, Contractor will execute, verify
and deliver assignments of such Proprietary Rights to Shopping Sherlock or its
designee. Contractor's obligation to assist Shopping Sherlock with respect to
Proprietary Rights relating to such Shopping Sherlock Work Product in any and
all countries shall continue beyond the termination of this Agreement, but
Shopping Sherlock shall compensate Contractor at a reasonable rate after such
termination for the time actually spent by Contractor at Shopping Sherlock 's
request on such assistance.
4.10 Execution of Documents. In the event Shopping Sherlock is unable for
any reason, after reasonable effort, to secure Contractor's signature on any
document needed in connection with the actions specified in the preceding
sections 4.8 and 4.9, Contractor hereby irrevocably designates and appoints
Shopping Sherlock and its duly authorized officers and agents as its agent and
attorney in fact, which appointment is coupled with an interest, to act for and
in its behalf to execute, verify and file any such documents and to do all other
lawfully permitted acts to further the purposes of the preceding paragraph with
the same legal force and effect as if executed by Contractor. Contractor hereby
waives and quitclaims to Shopping Sherlock any and all claims, of any nature
whatsoever, which Contractor now or may hereafter have for infringement of any
Proprietary Rights assigned hereunder to Shopping Sherlock .
5. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor hereby represents and
warrants that (a) the Shopping Sherlock Work Product will be an original work of
Contractor and any third parties will have executed assignment of rights
reasonably acceptable to Shopping Sherlock ; (b) neither the Shopping Sherlock
Work Product nor any element thereof will infringe the Proprietary Rights of any
third party; (c) neither the Shopping Sherlock Work Product nor any element
thereof will be subject to any restrictions or to any mortgages, liens, pledges,
security interests, encumbrances or encroachments; (d) Contractor will not
grant, directly or indirectly, any rights or interest whatsoever in the Shopping
Sherlock
3.
Work Product to third parties; (e) Contractor has full right and power to enter
into and perform this Agreement without the consent of any third party; (f)
Contractor will take all necessary precautions to prevent injury to any persons
(including employees of Shopping Sherlock ) or damage to property (including
Shopping Sherlock 's property) during the term of this Agreement; and (g) should
Shopping Sherlock permit Contractor to use any of Shopping Sherlock 's
equipment, tools, or facilities during the term of this Agreement, such
permission shall be gratuitous and Contractor shall be responsible for any
injury to any person (including death) or damage to property (including Shopping
Sherlock 's property) arising out of use of such equipment, tools or facilities,
whether or not such claim is based upon its condition or on the alleged
negligence of Shopping Sherlock in permitting its use.
6. INDEMNIFICATION. Contractor will indemnify and hold harmless Shopping
Sherlock , its officers, directors, employees, sublicensees, customers and
agents from any and all claims, losses, liabilities, damages, expenses and costs
(including attorneys' fees and court costs) which result from a breach or
alleged breach of any representation or warranty of Contractor (a "Claim") set
forth in Section 5 of this Agreement, provided that Shopping Sherlock gives
Contractor written notice of any such Claim and Contractor has the right to
participate in the defense of any such Claim at its expense. From the date of
written notice from Shopping Sherlock to Contractor of any such Claim, Shopping
Sherlock shall have the right to withhold from any payments due Contractor under
this Agreement the amount of any defense costs, plus additional reasonable
amounts as security for Contractor's obligations under this Section 6.
Contractor, at its sole cost and expense, shall maintain appropriate insurance
with Commercial General Liability Broad Form Coverage, including Contractual
Liability, Contractor's Protective Liability and Personal Injury/Property Damage
Coverage in a combined single limit of not less than $3,000,000. A Certificate
of Insurance indicating such coverage shall be delivered to Shopping Sherlock
upon request. The Certificate shall indicate that the policy will not be changed
or terminated without at least ten (10) days' prior notice to Shopping Sherlock
, shall name Shopping Sherlock as an additional named insured and shall also
indicate that the insurer has waived its subrogation rights against Shopping
Sherlock .
7. TERMINATION.
7.1 Termination by Shopping Sherlock . Shopping Sherlock may terminate this
Agreement at its convenience for any reason and without any breach by Contractor
upon Ten (10) days' prior written notice to Contractor. Shopping Sherlock may
also terminate this Agreement immediately and without prior notice in its sole
discretion upon Contractor's material breach of Section 4 and/or Section 7.3.
7.2 Termination by Contractor. Contractor may terminate this Agreement at
any time that there is no uncompleted Project Assignment in effect upon fifteen
(15) days' prior written notice to Shopping Sherlock .
7.3 Noninterference with Business. During and for a period of two (2) years
immediately following termination of this Agreement by either party, Contractor
agrees not to solicit or induce any employee or independent contractor to
terminate or breach an employment, contractual or other relationship with
Shopping Sherlock .
7.4 Return of Shopping Sherlock Property. Upon termination of the Agreement
or earlier as requested by Shopping Sherlock , Contractor will deliver to
Shopping Sherlock any and all drawings, notes, memoranda, specifications,
devices, formulas, and documents, together with all copies thereof, and any
other material containing or disclosing any Shopping Sherlock Work Product,
Third Party Information or Proprietary Information of Shopping Sherlock .
Contractor further agrees that any property situated on Shopping Sherlock 's
premises and owned by Shopping Sherlock , including disks and other storage
media, filing cabinets or other work areas, is subject to inspection by Shopping
Sherlock personnel at any time with or without notice.
8. GOVERNMENT OR THIRD PARTY CONTRACTS.
8.1 Government Contracts. In the event that Contractor shall perform
services under this Agreement in connection with any Government contract in
which Shopping Sherlock may be the prime contractor or subcontractor, Contractor
agrees to abide by all laws, rules and regulations relating thereto. To the
extent that any such law, rule or regulation requires that a provision or clause
be included in this Agreement, Contractor agrees that such provision or clause
shall be added to this Agreement and the same shall then become a part of this
Agreement.
8.2 Security. In the event the services of the Contractor should require
Contractor to have access to Department of Defense (United States) and/or
4.
Ministry of Defence (Canada) classified material, or other classified material
in the possession of Shopping Sherlock 's facility, such material shall not be
removed from Shopping Sherlock 's facility. Contractor agrees that all work
performed under this Agreement by Contractor which involves the use of
classified material mentioned above shall be performed in a secure fashion
(consistent with applicable law and regulations for the handling of classified
material) and only at Shopping Sherlock 's facility.
8.3 Ownership. Contractor also agrees to assign all of its right, title and
interest in and to any Work Product to a Third Party, including without
limitation the United States or Canada, as directed by Shopping Sherlock .
9. GENERAL PROVISIONS.
9.1 Governing Law. This Agreement will be governed and construed in
accordance with the laws of the State of Washington. Contractor hereby expressly
consents to the exclusive personal jurisdiction of the state and federal courts
located in King County, Washington for any lawsuit filed there against
Contractor by Shopping Sherlock arising from or related to this Agreement.
9.2 Severability. In case any one or more of the provisions contained in
this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect the other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein. If moreover, any one or more of the provisions
contained in this Agreement shall for any reason be held to be excessively broad
as to duration, geographical scope, activity or subject, it shall be construed
by limiting and reducing it, so as to be enforceable to the extent compatible
with the applicable law as it shall then appear.
9.3 No Assignment. This Agreement may not be assigned by Contractor without
Shopping Sherlock 's consent, and any such attempted assignment shall be void
and of no effect.
9.4 Notices. All notices, requests and other communications under this
Agreement must be in writing, and must be mailed by registered or certified
mail, postage prepaid and return receipt requested, or delivered by hand to the
party to whom such notice is required or permitted to be given. If mailed, any
such notice will be considered to have been given five (5) business days after
it was mailed, as evidenced by the postmark. If delivered by hand, any such
notice will be considered to have been given when received by the party to whom
notice is given, as evidenced by written and dated receipt of the receiving
party. The mailing address for notice to either party will be the address shown
on the signature page of this Agreement. Either party may change its mailing
address by notice as provided by this section.
9.5 [Legal Fees. If any dispute arises between the parties with respect to
the matters covered by this Agreement which leads to a proceeding to resolve
such dispute, the prevailing party in such proceeding shall be entitled to
receive its reasonable attorneys' fees, expert witness fees and out-of-pocket
costs incurred in connection with such proceeding, in addition to any other
relief it may be awarded.]
9.6 Injunctive Relief. A breach of any of the promises or agreements
contained in this Agreement may result in irreparable and continuing damage to
Shopping Sherlock for which there may be no adequate remedy at law, and Shopping
Sherlock is therefore entitled to seek injunctive relief as well as such other
and further relief as may be appropriate.
9.7 Survival. The following provisions shall survive termination of this
Agreement: Section 4, Section 5, Section 6 and Section 7.3.
9.8 Export. Contractor agrees not to export, directly or indirectly, any
United States or Canadian source technical data acquired from Shopping Sherlock
or any products utilizing such data to countries outside the United States or
Canada, which export may be in violation of United States or Canadian export
laws or regulations.
9.9 Waiver. No waiver by Shopping Sherlock of any breach of this Agreement
shall be a waiver of any preceding or succeeding breach. No waiver by Shopping
Sherlock of any right under this Agreement shall be construed as a waiver of any
other right. Shopping Sherlock shall not be required to give notice to enforce
strict adherence to all terms of this Agreement.
9.10 Entire Agreement. This Agreement is the final, complete and exclusive
agreement of the parties with respect to the subject matter hereof and
supersedes and merges all prior discussions between Shopping Sherlock and
Contractor. No modification of
5.
or amendment to this Agreement, nor any waiver of any rights under this
Agreement, will be effective unless in writing and signed by the party to be
charged. The terms of this Agreement will govern all Project Assignments and
services undertaken by Contractor for Shopping Sherlock . In the event of any
conflict between this Agreement and a Project Assignment, the Project Assignment
shall control, but only with respect to the services set forth therein.
IN WITNESS WHEREOF, the parties have caused this Independent Contractor
Services Agreement to be executed by their duly authorized representative.
SHOPPING SHERLOCK INC. CONTRACTOR:
--------------------------- ---------------------------
(Printed Name) (Printed Name)
By: --------------------------- By: ---------------------------
Title: --------------------------- Title: ---------------------------
Address: --------------------------- Address: ---------------------------
------------------------------------ ------------------------------------
------------------------------------ ------------------------------------
For copyright registration purposes only,
Contractor must provide the following
information:
Date of Birth: --------------------
Nationality or Domicile: --------------------
6.
EXHIBIT A
PROJECT ASSIGNMENT
Services Milestones
Payment of Fees. Fee will be: (cross out inapplicable provisions)
a fixed price for completion of $-------------
based on a rate per hour of $-------------
other, as follows: --------------------------------------------
---------------------------------------------------------------
If this Project Assignment or the Independent Contractor Services Agreement
which governs it is terminated for any reason, fees will be paid based on:
(cross out inapplicable provisions)
contractor time spent:
the proportion of the deliverables furnished Shopping Sherlock Inc., as
determined by Shopping Sherlock Inc.:
other, as follows: --------------------------------------------
---------------------------------------------------------------
Expenses. Shopping Sherlock Inc. will reimburse Contractor for the following
expenses:
---------------------------------------------------------------
NOTE:This Project Assignment is governed by the terms of an Independent
Contractor Services Agreement in effect between Shopping Sherlock Inc. and
Contractor. In the event that any item in this Project Assignment is
inconsistent with that Agreement, the terms of this Project Assignment
shall govern, but only with respect to the services set forth in this
Project Assignment.
Signed: ----------------------------- Signed:----------------------------
SHOPPING SHERLOCK INC. Contractor
Dated: ----------------------------- Dated: ----------------------------
A-1.
EXHIBIT B
CONFLICT OF INTEREST DISCLOSURE
B-1.
EXHIBIT C
PRIOR WORK PRODUCT DISCLOSURE
1. Except as listed in Section 2 below, the following is a complete list of
all Prior Work Products that have been made or conceived or first reduced to
practice by Contractor alone or jointly with others prior to its engagement by
Shopping Sherlock Inc.:
[ ] No inventions or improvements.
[ ] See below:
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
[ ] Additional sheets attached.
2. Due to a prior confidentiality agreement, Contractor cannot complete the
disclosure under Section 1 above with respect to inventions or improvements
generally listed below, the proprietary rights and duty of confidentiality with
respect to which Contractor owes to the following party(ies):
Invention or Improvement Party(ies) Relationship
1. ------------------------ ------------- ------------
2. ------------------------ ------------- ------------
3. ------------------------ ------------- ------------
[ ] Additional sheets attached.
BACKGROUND TECHNOLOGY DISCLOSURE
The following is a list of all Background Technology which Contractor
intends to use in performing under this Agreement:
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
C-1.
EXHIBIT D
ASSIGNMENT OF COPYRIGHT
For good and valuable consideration which has been received, the
undersigned sells, assigns and transfers to Shopping Sherlock Inc., a Washington
corporation, and its successors and assigns, the copyright in and to the
following work, which was created by the following indicated author(s):
Title: ---------------------------------
Author(s): ------------------------------
Copyright Office Identification No. (if any): -----------------
and all of the right, title and interest of the undersigned, vested and
contingent, therein and thereto.
Executed this ----- day of ----------------------, 199--.
Signature: ----------------------------------
Printed Name: -------------------------------
