INDEPENDENT CONTRACTOR AGREEMENT

1.

ENGAGEMENT OF SERVICES.

a.

SLC hereby engages Contractor, and Contractor hereby agrees, to render the services (the “Services”) described in the Project Descriptions. The first Project Description is signed by both parties and attached to this Agreement. SLC and Contractor may amend the initial Project Description or add additional Services by having both parties sign a new Project Description referring to this Agreement.

b.

The manner and means by which Contractor renders the Services are in Contractor’s discretion and control. Contractor agrees to exercise the highest degree of professionalism, to perform the Services to applicable industry standards, and to utilize Contractor’s expertise and creative talents in performing the Services.

c.

Contractor agrees at Contractor’s own expense to provide Contractor’s own facilities, equipment, tools and other materials to use in performing the Services, except that SLC will make its facilities and equipment available to Contractor as SLC and Contractor may agree. Contractor agrees not to use the facilities, equipment, tools or other materials of any third parties or to subcontract or otherwise delegate Contractor’s obligations in connection with this Agreement without SLC’s prior written consent.

2.

COMPENSATION. SLC will pay Contractor a fee for services rendered under this Agreement as set forth in the Project Descriptions. Contractor will be reimbursed for expenses only as set forth in the Project Descriptions. Except as provided in the applicable project description, SLC will pay Contractor for services and will reimburse Contractor for approved expenses within thirty (30) days of the date of Contractor’s invoice. Invoices will meet all detail requirements stated in the applicable Project Description. If this Agreement or a Project Description is terminated for any reason, Contractor will be paid fees on a proportional basis for work which is performed through the effective date of such termination.

3.

INDEPENDENT CONSULTANT RELATIONSHIP. Contractor’s relationship with SLC will be that of an independent consultant and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Contractor is not an agent of SLC and is not authorized to make any representation or commitment on behalf of SLC. Contractor will not be entitled to any of the benefits that SLC may make available to its employees, such as workers’ compensation, unemployment, disability, other 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 tax authority with respect to Contractor’s performance of services and receipt of fees under this Agreement. Contractor must provide SLC with a properly completed Form W-9 before any fee can be paid to Contractor

4.

CONFIDENTIAL INFORMATION; INTELLECTUAL PROPERTY RIGHTS.

a.

Confidential Information. Contractor agrees to keep SLC Confidential Information confidential, not to use SLC Confidential Information except for the purposes of providing Services to SLC, not to disclose any SLC Confidential Information to any third party without first obtaining SLC’s express written consent, and to take reasonable precautions to prevent the unauthorized use or disclosure of SLC Confidential Information. “SLC Confidential Information” means any information that relates to SLC which SLC has not made publicly available, including without limitation, marketing, sales or business strategy plans or information; product plans; financial statements, budgets or other financial information; trade secrets, inventions, developments, designs, discoveries, computer programs, processes, know-how, or other research results or strategies; or license, cost, price, supplier, customer, employee or investor information. SLC Confidential Information may be in oral, written, graphic or electronic form. For purposes of this Agreement, SLC Confidential Information includes any information of a third party which SLC has in its possession under obligations of confidentiality. SLC Confidential Information does not include any information that (1) has been published or is otherwise readily available to the public other than by a breach of this Agreement; (2) was rightfully received by Contractor from a third party without confidential limitations; (3) was independently developed for Contractor by persons having no access to SLC Confidential Information; or (4) was known to Contractor prior to its first receipt from SLC, as shown by Contractor’s written records.

b.

Assignment of Work Product to SLC. SLC shall own, and Contractor irrevocably assigns to SLC, all right, title and interest worldwide in and to any and all SLC Work Product. “SLC Work Product” is Work Product which Contractor, alone or with others, conceives, discovers, develops, makes or reduces to practice in the course of performing the Services. “Work Product” includes any invention, discovery, design, development, process, technique, know-how, improvement, formula, idea or trade secret; any computer program or software, book, article, artwork, other written or graphic material or other work of authorship; or any data or compilation of data. Contractor’s assignment includes all intellectual property rights to any SLC Work Product, including copyrights, trademarks, trade secrets, patents, moral rights, contract and licensing rights. Contractor retains no rights to use the SLC Work Product and agrees not to challenge the validity of SLC’s ownership of the SLC Work Product. Contractor agrees to disclose all SLC Work Product promptly in writing to SLC.

c.

Waiver of Assignment of Other Rights. If Contractor has any rights to the SLC Work Product that cannot be assigned to SLC, Contractor unconditionally and irrevocably waives the enforcement of such rights against SLC, and agrees, at SLC’s request and expense, to consent to and join in any action to enforce such rights. If Contractor has any right to the SLC Work Product that cannot be assigned to SLC or waived by Contractor, Contractor unconditionally and irrevocably grants to SLC during the term of such rights, an exclusive, irrevocable, perpetual, worldwide, paid up and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to make, use, reproduce, create derivative works of, distribute, publicly perform and publicly display by all means now known or later developed, under such rights.

d.

Background Technology. If Contractor intends to use any technology or inventions that are already in existence and do not belong to SLC (“Background Technology”) in performing the Services, Contractor must attach a written description of that technology to this Agreement. Contractor (1) represents that Contractor has the right to incorporate any Background Technology that is incorporated into the SLC Work Product without incurring any obligations to or violating any rights of third parties; and (2) hereby grants SLC a non-exclusive, irrevocable, perpetual, worldwide, paid up and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to make, use, sell, reproduce, create derivative works of, distribute, publicly perform and publicly display by all means now known or later developed any Background Technology incorporated or used in the SLC Work Product for the purpose of developing and marketing SLC products.

e.

Assistance. Contractor agrees to cooperate with SLC, both during and after the term of this Agreement, in the procurement, maintenance and enforcement of SLC’s rights in SLC Work Product and to execute, when requested, any documents deemed necessary by SLC to the procurement, maintenance and enforcement of SLC’s rights in SLC Work Product. SLC shall compensate Contractor at a reasonable rate for the time actually spent by Contractor at SLC’s request on such assistance.

f.

Employees of Contractor. Any employee or consultant of Contractor who performs any part of the Services must sign a written agreement with Contractor individually agreeing to the provisions of Section 4 for the benefit of Contractor prior to performing any part of the Services.

5.

CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor hereby represents and warrants that: