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8. Intellectual Property. As a condition to the Consultant’s employment at University and/or use of University
facilities, the inventor does hereby assign any and all such Inventions to the University, as part of the
consulting services.
9. Assignment. This Agreement shall inure to the benefit of and be binding upon Company, its successors and
assigns, including without limitation any entity which may acquire all or substantially all of Company's assets
and business or into which Company may be consolidated or merged, and to Consultant, Consultant’s heirs,
executors, administrators and legal representatives and its successors and assigns. Consultant may not assign
or otherwise in any manner transfer any of Consultant’s obligations under this Agreement.
10. Dispute Resolution. The parties agree that this Agreement shall be governed and construed by the laws of the
state of North Carolina (without giving effect to conflict of laws principles). The parties agree that all claims
or disputes arising between the parties bound by this Agreement which relate to this Agreement or the breach
thereof shall be submitted to one arbitrator for binding arbitration in Raleigh, North Carolina, which
arbitration shall be conducted by the American Arbitration Association and in accordance with its
Commercial Arbitration Rules. Notwithstanding the foregoing, either party may bring an injunction
proceeding before a court of equity in the event that damages for a breach are not likely to be an adequate
remedy, such proceeding to be brought in a judicial district that includes Raleigh, North Carolina, and the
parties hereby consent to the jurisdiction of such court. The award rendered by the arbitrator shall be final,
and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction
thereof. The provisions of this Agreement to arbitrate and any other written agreement to arbitrate referred to
herein shall be specifically enforceable under the prevailing arbitration law of North Carolina.
11. Entire Agreement; Amendment. This Agreement, together with the University’s Patent and Invention Policy,
dated April 22, 2013, embodies the entire agreement between Company and Consultant relating to the subject
matter hereof. No changes, modifications or amendments of any term hereof shall be valid unless agreed
upon by the parties in writing.
12. Taxes. Consultant will be responsible for the payment of taxes on Consultant’s entire compensation under
this Agreement, including income taxes, employment and unemployment, Medicare and social security taxes,
and other or similar taxes required by applicable of law. Company shall not withhold any taxes in connection
with the compensation paid to Consultant hereunder. Such payments shall be the sole responsibility of
Consultant, and Consultant agrees to file all required forms and make all required payments appropriate to
Consultant’s tax status when and as they become due. Consultant agrees to fully indemnify Company, and
each of its managers, members and employees from and against all payments, losses, costs, liability,
expenses, damages, fines, penalties and judgments (including, without limitation, actual attorneys' fees and
expenses) incurred by Company or any of its managers, members or employees as a result of a failure by
Consultant: (a) to pay all the taxes due in connection with the compensation paid to Consultant under this
Agreement, (b) to respond to any administrative inquiry concerning Consultant’s payment of such taxes, or
(c) to defend against any administrative or judicial proceeding with respect to Consultant’s payment of such
taxes.
13. Reporting. Consultant shall report hours through a monthly report that should be provided to the Board of
Directors for review.