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R&D ServicesSensors Research Consulting, Inc. ("SRC") will only perform R&D services for clients, based on availability for hire, after an initial evaluation by SRC, and agreement to terms as specified in the SRC consulting agreement. Execution of a confidentiality agreement between the client and SRC is typically recommended and required. The precise details of individual agreements established between SRC and its clients will depend on the nature of the individual project. Nevertheless, in general such agreements will contain language concerning liability and intellectual property in accordance with the following statements. Adoption of advice, utilization of ideas, analyses, designs or materials stemming from or related in any way to the work performed by SRC for a client as described in the consulting agreement will be the sole responsibility of the client. The client will acknowledge that the compensation to be paid to SRC is modest in relation to the value of the work to the client, and the financial risks inherent in the project(s) of client to which the work relates. Accordingly, in no event shall SRC have any liability or responsibility to client in excess of amounts paid to SRC as compensation. This includes any special, indirect or consequential damages whatsoever resulting from loss of use, data or profits, whether in an action for breach of contract, negligence or otherwise arising out of or in connection with the use or performance of the work provided by SRC or any associated information provided by SRC to client. In the event that advice, ideas, analyses, designs or materials provided by SRC in the course of consulting constitute, leads to or substantially contributes to new intellectual property, SRC will normally agree to transfer all rights to that intellectual property to the client. Depending on the nature of the contract, this may also involve a one-time nonrefundable assignment fee or other consideration, such as royalties, in amounts to be mutually agreed between client and SRC. If necessary and where appropriate, SRC will sign a supplemental confidentiality agreement and such further documents as client shall reasonably request in order to evidence the transfer by SRC of all of its rights in such intellectual property. SRC provides no warranties that advice, ideas, designs or other materials transferred to client in execution of a planned consulting agreement does not or will not infringe other intellectual property rights. |
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