|
GENERAL AGREEMENT FOR
CONSULTING SERVICES
This agreement ("Agreement") is made as of the
23rd day of May, 2008, by and between Chyron (hereinafter referred
to as "Company"), and Michael Wheeler (hereinafter referred to as
"Consultant") for the furnishing by Consultant of advisory services
("Services") with respect to various activities of the Company
including but not limited to, the development of new multi media
products and services arising from Company's acquisition of AXIS
Graphics and the introduction and presentation of AXIS products and
services to TV Station Groups, TV Networks, Newspaper, Radio and
Online Groups.
Fees, Expenses, and Terms of Payment
.
Company agrees to pay Consultant for Services a
cash fee of $10,000 per month. The Consultant shall
be solely responsible for complying with all federal, state, local
and other tax laws and regulations applicable to payments received
from the Company under this Agreement.
Expenses will be reimbursed for all travel
related assignments including airfare, hotel accommodations, meals
and other reasonable items.
Term .
The term of this Agreement shall commence on the
date hereof, and shall terminate on 31 st day of
December 2008.
OWNERSHIP OF IDEAS, COPYRIGHTS
AND PATENTS
Property of the Company . All ideas,
discoveries, creations, manuscripts and properties, innovations,
improvements, know-how, inventions, designs, developments,
apparatus, techniques, methods, and formulae within the scope of
the Consultant's service hereunder, whether patentable,
copyrightable or not, which the Consultant may conceive, reduce to
practice or develop while the Consultant is actually performing
Services hereunder (and not at any other time during the Term in
which Consultant is not actually performing Services)
(collectively, the "Inventions") , alone or in conjunction with
another or others, whether during or out of regular business hours,
whether or not on the Company's premises or with the use of its
equipment, and whether at the request or upon the suggestion of the
Company or otherwise, shall be the sole and exclusive property of
the Company, and the Consultant, its affiliates and its employees
shall not publish any of the Inventions without the prior written
consent of the Company.
Without limiting the foregoing, the Consultant
also acknowledges that all original works of authorship which are
made by the Consultant (solely or jointly with others) within the
scope of the Consultant's service hereunder while the Consultant is
actually performing Services hereunder which are protectable by
copyright are "works made for hire" pursuant to the United States
Copyright Act (17 U.S.C. Section 101). The Consultant hereby
assigns to the Company all of the Consultant's right, title and
interest in and to all of the foregoing. The Consultant further
represents that, to the best of the Consultant's knowledge and
belief, none of the Inventions shall violate or infringe upon any
right, patent, copyright, trademark or right of privacy, or
constitute libel or slander against or violate any other rights of
any person, firm or corporation, and that the Consultant shall use
the Consultant's best efforts to prevent any such violation.
Cooperation . At any time during the
Consultant's service hereunder or after the termination of the
Consultant's engagement hereunder, the Consultant shall cooperate
fully with the Company and its attorneys and agents in the
preparation and filing of all papers and other documents as may be
required to perfect the Company's rights in and to any Inventions
described in Section 5.1, including, but not limited to,
joining in any proceeding to obtain letters patent, copyrights,
trademarks or other legal rights with respect to any such
Inventions in the United States and in any and all other countries,
provided that the Company shall bear the expense of such
proceedings, and that any patent or other legal right so issued to
the Consultant in its name shall be assigned by the Consultant to
the Company without charge by the Consultant.
Licensing and Use of Inventions . With
respect to any Inventions, and work of any similar nature (from any
source), whenever created, which the Consultant has not prepared or
originated in the performance of the Consultant's Services
hereunder, but which the Consultant provides to the Company or
incorporates in any Company product or system, the Consultant
hereby grants to the Company a royalty-free, fully paid-up,
non-exclusive, perpetual and irrevocable license throughout the
world to use, modify, create derivative works from, disclose,
publish, translate, reproduce, deliver, perform, dispose of, and to
authorize others so to do, all such Inventions. The Consultant
shall not include in any Inventions the Consultant delivers to the
Company or uses on its behalf, without the prior written approval
of the Company, any material which is or shall be patented,
copyrighted or trademarked by the Consultant or others unless the
Consultant provides the Company with the written permission of the
holder of any patent, copyright or trademark owner for the Company
to use such material in a manner consistent with then-current
Company policy.
CONSULTANT WARRANTIES
The Consultant warrants and represents to the
Company as follows:
-
-
Any works of authorship, copyrightable material
or other Inventions developed under this Agreement shall not
infringe any patent, copyright, trade secret, trademark or other
rights of any third party;
The execution and performance of this Agreement
shall not constitute a breach or default under any contract or
instrument to which the Consultant is a party, or by which it is
bound, and the Consultant is under no contractual or other
obligation to any third party which would prevent or limit its
performance of Services under this Agreement;
|
