ENGINEERING EDUCATION PROGRAM PILOT AGREEMENT

Program Terms and Conditions

1. PARTICIPANT SERVICES.

Participant will participate in the activities described in the Agreement including drafting and/or revising the articles or other works described in the Agreement (“Content”). All Content will be completed by the date(s) agreed to by the parties. The manner and means that Participant chooses to complete the Content are in Participant’s sole discretion and control. Participant shall perform the services necessary to complete the Content in a timely and professional manner consistent with industry standards and at a location, place and time that Participant deems appropriate. In completing the Content, Participant agrees to provide its own equipment, tools, and other materials at its own expense.

2. PUBLICITY RIGHTS.

Content requested by Company may include biographical information about Participant in connection with Content. Participant hereby grants to Company a perpetual, non-exclusive, worldwide, royalty-free license to use and otherwise commercially exploit in any manner, the Participant Publicity Rights in connection with any and all Content including the right for company to use, re-use, publish, modify, create derivate works from, display and publicly perform such Content in connection with all Company business. “Participant Publicity Rights” means all rights related to the name, image, likeness, voice, personal history, and other aspects of the persona and identity of Participant.

3. COMPENSATION.

Company will pay Participant the fees specified on the signature page of this Agreement for each item of Content that is accepted by Company in its sole discretion. These fees and Participant’s participation in the Program are the sole compensation for the licenses, assignments, Content, and Content provided hereunder. Participant shall be responsible for all expenses incurred in performing services under this Agreement, except as set forth in a writing signed by Company.

4. INDEPENDENT CONTRACTOR RELATIONSHIP.

Participant’s relationship with Company will be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Participant ( a ) is not the agent of Company; ( b ) is not authorized to make any representation, contract, or commitment on behalf of Company; ( c ) will not be entitled to any of the benefits that Company makes available to its employees, such as group insurance, profit-sharing or retirement benefits (and waives the right to receive any such benefits); and ( d ) will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Participant’s performance of services and receipt of fees under this Agreement. If applicable, Company will report amounts paid to Participant by filing Form 1099-MISC with the Internal Revenue Service, as required by law. Participant hereby agrees to indemnify and defend Company against any and all taxes or contributions, including penalties and interest. Participant agrees to provide proof of payment of appropriate taxes on any fees paid to Participant under this Agreement upon reasonable request of Company.

5. INTELLECTUAL PROPERTY RIGHTS.

5.1 Confidential Information. Participant ( a ) will not use or permit the use of Confidential Information (defined below) in any manner or for any purpose not expressly set forth in this Agreement; ( b ) will not disclose any Confidential Information to any third party; and ( c ) will limit access to Confidential Information to Participant personnel who need to know such information in connection with their work for Company. “Confidential Information” includes, but is not limited to, all information related to Company’s business and its actual or anticipated research and development, Company’s business dealings, any other Company information provided to Participant; and all such information related to any third party that is disclosed to Company or to Participant during the course of Company’s business.

5.2 Work Product. To the extent applicable, all Content has been specifically commissioned or ordered by the Company as “works made-for-hire” as defined in the United States Copyright Act, and the Company is therefore the author and owner of all copyrights in the Contents. If Participant has any rights to the Contents that are not owned by Company upon creation or embodiment, Participant irrevocably assigns to Company all right, title and interest worldwide in any and all Content that Participant creates, or to which Participant contributes, pursuant to this Agreement, including all intellectual property rights contained therein. If Participant has any right to the Content that cannot be assigned to Company by Participant, Participant unconditionally and irrevocably grants to Company during the term of such rights, an exclusive, even as to Participant, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights.

6. PARTICIPANT WARRANTIES.

Participant hereby represents and warrants that ( a ) the Content will be an original work of Participant and any third parties will have executed assignment of rights reasonably acceptable to Company prior to being allowed to participate in the development of the Content; ( b ) neither the Content nor any element thereof will infringe or misappropriate the intellectual property rights of any third party; and ( c ) Participant will comply with all laws and regulations applicable to Participant’s obligations under this Agreement, will refrain from any unethical conduct, and will maintain high standards of professionalism.

7. TERMINATION.

7.1 Termination for Convenience. Company may terminate this Agreement without cause at its convenience upon written notice to Participant. Participant may terminate this Agreement at any time that there is no approved but undelivered item of Content, upon fifteen (15) days’ prior written notice to Company. Company will pay Participant only those fees and expenses related to Content completed during such notice period and accepted.

7.2 Survival. The following sections shall survive termination of this Agreement: Sections 2, 5, 6, 7.2, and 8.

8. GENERAL PROVISIONS.

8.1 Governing Law; Venue. This Agreement and any action related thereto will be governed by and under the laws of the State of Colorado, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Participant hereby expressly consents to the personal jurisdiction and venue in the state and federal courts in Colorado.

8.2 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

8.3 No Assignment. This Agreement, and Participant’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by Participant without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

8.4 Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the signature page, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice to the other party.

8.5 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

8.6 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. No modification of or amendment to this Agreement, or any waiver of any rights, will be effective unless in writing and signed by Participant and Company. The terms of this Agreement will govern all Content and services undertaken by Participant for Company. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed as one instrument.