Legal Conversion Addendum

LEGAL CONVERSION ADDENDUM

This Legal Conversion Addendum (the "Addendum") is entered into as of by and between Company Name: with principal address (hereinafter "Company"), and Individual Name: with address (hereinafter "Employee"). Company and Employee are referred to collectively as the "Parties."

RECITALS

WHEREAS, the Parties entered into an existing engagement agreement titled dated (the "Agreement"); and

WHEREAS, the Parties desire to convert the relationship established by the Agreement to an employment relationship on the terms and conditions set forth in this Addendum; and

WHEREAS, the Parties intend for this Addendum to amend and supplement the Agreement only as expressly provided herein.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. CONVERSION; EFFECTIVE DATE

1.1 Conversion. Effective as of (the "Conversion Date"), the Parties agree that Employee's status under the Agreement shall be converted to that of an employee of Company and the terms of employment set forth in this Addendum shall govern the Parties' relationship from and after the Conversion Date.

1.2 Effect on Prior Agreement. Except as expressly modified by this Addendum, the Agreement shall remain in full force and effect; provided, however, that to the extent of any conflict between the Agreement and this Addendum as to Employee's classification, duties, compensation, benefits or termination rights, this Addendum shall control.

2. POSITION, DUTIES AND LOCATION

2.1 Title and Duties. Employee shall serve in the position of and shall perform the duties, responsibilities and authority customarily associated with such position and as assigned by Company from time to time.

2.2 Work Location. Employee's primary place of work will be . Company may change Employee's place of work as reasonably necessary.

3. COMPENSATION AND BENEFITS

3.1 Benefits. Employee shall be eligible to participate in Company's benefit plans in accordance with the terms of those plans and Company policy. No benefit is vested unless expressly provided in a written plan or agreement.

3.2 Equity or Bonus Treatment. Any equity, bonus, or other incentive compensation previously contemplated under the Agreement shall be handled as follows:

4. CONFIDENTIALITY, ASSIGNMENT AND INTELLECTUAL PROPERTY

4.1 Confidential Information. Employee acknowledges that in the performance of Employee's duties Employee will receive and have access to confidential and proprietary information. Employee shall hold all confidential information in strict confidence and shall not use or disclose such information except in the performance of Employee's duties for Company. Such obligations shall survive termination of employment.

4.2 Assignment of Inventions. Employee hereby assigns to Company all right, title and interest in and to all inventions, designs, works of authorship, improvements and other intellectual property that are conceived, developed or reduced to practice by Employee, alone or with others, during the period of Employee's employment and that relate to Company's business or result from use of Company's time, materials or confidential information.

5. REPRESENTATIONS AND WARRANTIES

5.1 Employee Representations. Employee represents and warrants that Employee is not subject to any agreement, obligation or restriction that would prevent Employee from performing Employee's duties or assigning intellectual property rights to Company, and that Employee will disclose to Company any such obligations.

5.2 Company Representations. Company represents and warrants that it has the full right and authority to enter into this Addendum and to carry out the transactions contemplated herein.

6. TERMINATION

6.1 At-Will Employment. Unless otherwise agreed in a separate writing signed by an authorized officer of Company, Employee's employment is at-will and may be terminated by either party at any time, with or without Cause or notice. For purposes of this Addendum, "Cause" means: willful misconduct, material breach of this Addendum, gross negligence, fraud, or material violation of Company policy.

6.2 Separation Pay. Any separation pay, severance or continuation of benefits will be governed only by a written agreement signed by an authorized officer of Company.

7. NOTICES

All notices required or permitted under this Addendum shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by written notice to the other Party.

8. AMENDMENT; WAIVER; COUNTERPARTS

8.1 Amendment. This Addendum may be amended only by a writing signed by both Parties.

8.2 Waiver. No waiver of any provision of this Addendum shall be effective unless in a writing signed by the waiving Party. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

8.3 Counterparts and Electronic Signatures. This Addendum may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

9. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

9.1 Governing Law. This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

9.2 Severability. If any provision of this Addendum is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

9.3 Entire Agreement. This Addendum, together with the Agreement as modified hereby, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral, relating to the subject matter hereof.

10. MISCELLANEOUS

10.1 Successors and Assigns. This Addendum shall be binding upon and inure to the benefit of the Parties and their respective heirs, permitted successors and assigns.

10.2 Remedies. Except as otherwise provided herein, each Party shall be entitled to seek injunctive and other equitable relief to enforce the provisions of this Addendum in addition to any other remedies available at law or in equity.

10.3 Interpretation. Headings are for convenience only and shall not affect interpretation. The singular includes the plural and vice versa.

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