ADVISOR AGREEMENT

Effective 22 December 2024, PARTY_1_NAME with domiciled address at PARTY_1_ADDRESS_SINGLE_LINE (the “Advisor”) and PARTY_2_NAME, a corporation (the “Company”), agree as follows:

1.    Services and Consideration. 

The Advisor will consult and work with and advise the Company from time to time on matters relating to the Company’s actual or potential business, technology and products (the “Services”).  As the only consideration due Advisor for Services, Advisor shall receive a service fee of CURRENCY FEES per PERIOD.

2.    Ownership. 

Company shall own all right, title and interest (including patent rights, patent applications, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights, marketing plans and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas, computer programmes, prototypes and information made or conceived or reduced to practice, in whole or in part, by Advisor that arise out of or in connection with the Services or any Proprietary Information (as defined below) (collectively, “Inventions”) since Advisor began providing advisory services to Company.  Advisor will promptly disclose and provide all Inventions to Company.  Advisor agrees to make and hereby makes all assignments necessary to accomplish the foregoing.  Advisor shall further assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned.  As reasonably requested by the Company, Advisor shall take all steps reasonably necessary to assist the Company in obtaining and enforcing in its own name any Invention.  The Advisor acknowledges that nothing herein will constitute or be construed as granting any rights to the Advisor, by license or otherwise, in or to any Proprietary Information (as defined below).  The Advisor undertakes not to attempt any reverse engineering or analysis or samples on the basis of the Inventions received from the Company.

3.    Proprietary Information. 

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