(a) I hereby agree and understand that any and all creative works (as used in this Agreement, "creative works" shall include, but not be limited to, ________________________ (Please specify the work which subcontractor is going to develop for you) prepared by me (solely or jointly with others) within the scope of my consultancy by the Company and during the period of my consultancy with the Company shall be and are "works made for hire". The Company is legally deemed to be the "author" of a "work made for hire," and no assignment or transfer from me to the Company of such creative work is required to place title to the same in the Company. With respect to foreign rights in creative works prepared as a consultant within the scope of my consultancy by Company, I hereby assign and transfer, and agree to assign and transfer, to the Company my entire worldwide right, title and interest in and to all such works.

(b) To the extent that any creative work is not prepared within the scope of my consultancy by the Company, but relates to the business of Company or to Company's actual or demonstrably anticipated research or development, I hereby assign and transfer to the Company, and I agree to assign and transfer to the Company, my worldwide right, title and interest in and to any and all such creative works.

(c) I agree and understand that the Company, as owner and proprietor of any creative work covered by this Agreement, has the exclusive right to reproduce the creative work.

5. Disclosure of Inventions; Patents I agree that in connection with any "invention" as defined in paragraph 3, or any "creative work," as defined in paragraph 4 above:

(a) I will disclose such invention or creative work promptly in writing to my immediate superior at the Company, with a copy to the President, in order to permit the Company to claim rights to which it may be entitled under this Agreement. Such disclosure shall be received in confidence by the Company and shall be reviewed by the Company within a reasonable period of time after disclosure in accordance with the Company's current procedure for determination of the Company's rights in such inventions or creative works under this Agreement. In the event that the Company shall determine that it claims no rights in such invention or creative work, the Company shall maintain such disclosure in confidence and shall not use the same, until notified by me in writing that the Company may disclose or use the invention or creative work, or until such disclosure shall become known or used in the industry through no fault of the Company. In the event that the Company shall own rights to the invention or creative work under this Agreement, Company shall be entitled to maintain or destroy the confidentiality of the disclosure by me, in the Company's sole discretion;

(b) I will at the Company's request, promptly execute a written assignment of title to the Company for any invention required to be assigned by paragraph 3 ("assignable invention") and any creative work which is a "work made for hire" or which is required to be assigned under paragraph 4 ("hired or assignable copyrights") and I will preserve any such assignable invention or hired or assignable copyrights as confidential information of the Company; and

(c) Upon request, I agree to assist the Company or its nominee (at its expense) during and at any time subsequent to my consultancy in every reasonable way to obtain for its own benefit patents and copyrights for such assignable inventions and hired or assignable copyrights in any and all countries, which inventions and creative works shall be and remain the sole and exclusive property of the Company or its nominee whether or not patented or copyrighted. I agree to execute such papers and perform such lawful acts as the Company deems to be necessary to allow it to exercise all rights, title and interest in such patents and copyrights.

6. Execution of Documents In connection with paragraph 4(c), I further agree to execute, acknowledge and deliver to the Company or its nominee upon request and at its expense all such assignments of inventions, patents and copyrights to be issued there for, as the Company may determine necessary or desirable to apply for and obtain letters, patent and copyrights on such assignable inventions in any and all countries and/or to protect the interest of the Company or its nominee in such inventions patents and copyrights and to vest title thereto in the Company or its nominee.

7. Maintenance of Records I agree to keep and maintain adequate and current written records of all inventions and creative works made by me (in the form of notes, sketches, drawings and as may be specified by the Company), which records shall be available to and remain the sole property of the Company at all times.

8. Prior Inventions. It is understood that all inventions, if any, patented or unpatented, and creative works, whether registered copyrights or not, which I made prior to my consultancy by the Company, are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit B attached hereto a complete list of all of my prior inventions and creative works, including numbers of all patents and patent applications, and a brief description of all unpatented inventions and unregistered copyrights which are not the property of a previous employer. I represent and covenant that the list is complete and that, if no items are on the list, I have no such prior inventions or creative works. I agree to notify the Company in writing before I make any disclosure or perform any work on behalf of the Company which appears to threaten or conflict with proprietary rights I claim in any invention, idea or creative work. In the event of my failure to give such notice, I agree that I will make no claim against the Company with respect to any such inventions, ideas or creative works.

9. Non-compete; Protection of Company’s business. I agree that I will not during the period of this agreement and for a period of __months even after expiry of this agreement work for any of the clients of Company, other than under a contract with the Company. I also agree that I will not use the reference of any of the projects on which I work for the Company as that of my own work at anytime either during the term of this agreement or after expiry of this agreement.

10. Other Obligations I acknowledge that the Company from time to time may have agreements with other persons or with the ___________ (Specify Country) Government, or agencies thereof, which impose obligations or restrictions on the Company regarding inventions or creative works made during the course of work there under or regarding the confidential nature of such work. I agree to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of the Company there under.

11. Trade Secrets of Others I represent that my performance of all the terms of this Agreement and as an Consultant of the Company does not and will not breach any agreement to keep in confidence or in trust prior to my consultancy with the Company, and I will not disclose to the Company, or induce the Company to use, any confidential or proprietary information or material belonging to any previous employer or others. I agree not to enter into any agreement either written or oral in conflict herewith.

12. Modification This Agreement may not be changed, modified, released, discharged, abandoned, or otherwise amended, in whole or in part, except by an instrument in writing, signed by the Consultant and the Company. I agree that any subsequent change or changes in my duties, salary or compensation shall not affect the validity or scope of this Agreement.

13. Entire Agreement. I acknowledge receipt of this Agreement, and agree that with respect to the subject matter thereof it is my entire agreement with the Company, superseding any previous oral or written communications, representations, understandings, or agreements with the Company or any officer or representative thereof.

14. Severability In the event that any paragraph or provision of this Agreement shall be held to be illegal or unenforceable, such paragraph or provision shall be severed from this Agreement and the entire Agreement shall not fail on account thereof, but shall otherwise remain in full force and effect.

15. Successors and Assigns This agreement shall be binding upon my heirs, executors, administrators or other legal representatives and is for the benefit of the Company, its successors and assigns.

16. Governing Law This Agreement shall be governed by the laws of the State of __________ (Specify State).

17. Counterparts This Agreement may be signed in two counterparts, each of which shall be deemed an original and both of which shall together constitute one agreement.

Accepted and Agreed: Dated_________ By ________________________________________

Consultant Title ___________________________________

TERMINATION CERTIFICATIONS

To Be Used At the Time of Consultant Termination

This is to certify that I do not have in my possession, nor have I failed to return, any records, documents, data, specifications, drawings, blueprints, reproductions, sketches, notes, reports proposals, or copies of them, or other documents or materials, equipment or other property belonging to the Company, its successors and assigns ("Company").

I further certify that I have complied with and will continue to comply with all the terms of the Consultant Non-Disclosure Agreement signed by me with the Company, including the reporting of any inventions (as defined therein) conceived or made by me covered by the Agreement.

I further agree that in compliance with the Consultant Non-Disclosure Agreement, I will preserve as confidential all trade secrets, confidential information, knowledge, data or other information relating to products, processes, know-how, designs, formulas, test data, customer lists or other subject matter pertaining to any business of its clients, customer, consultants, licensees or affiliates.

Dated: _________________________

Signed: _______________________________

EXHIBIT B

List of Prior inventions