INDEPENDENT CONSULTING AGREEMENT WITH PATEXIA

This Consulting Agreement (the "Agreement") is entered into by and between Patexia, Inc. ("Patexia"), a Delaware limited liability company having a place of business located at 1431 7th Street, Suite 204, Santa Monica, CA 90401 and _Ibrahim Habib_ (“Consultant") with a place of residence located at ________________________________________________. The effective date of this Agreement shall be the date on which the last party executes this Agreement below. Except as expressly set forth herein, all capitalized terms shall have the meaning given in the Agreement.

The parties hereby agree as follows:

1. INDEPENDENT CONSULTANT STATUS.

1.1 Status. Consultant desires to perform the services described in Exhibit A (Description of Services) of this Agreement and such other services requested by Patexia or Patexia’s clients, and agreed upon by Consultant (collectively the ‘Services"). Consultant will act solely as an independent contractor and neither Consultant nor its employees nor agents shall be considered an employee, agent or partner of Patexia or Patexia’s clients under the provisions of this Agreement or otherwise.

2. CONSULTANT’S SERVICES.

2.1 Consultant’s engagement and the Services have been requested by Patexia or Patexia’s client. Consultant shall perform the Services in good faith and shall avoid any conflicts of interest in the performance of its obligations under this Agreement.

3. COMPENSATION.

3.1 Payments. As full compensation for the Services, and any Work Product (defined in Section 5 ‑ Proprietary Rights), Patexia shall pay to Consultant the amount(s) specified in Exhibit A (Description of Service) to this Agreement. Such payments shall be made through Paypal or other methods as specified and agreed on by both parties, net 60 days after receipt of an invoice.

3.2 Authority. Consultant does not have and shall not have any authority, and Consultant shall not represent that Consultant has the authority, to bind Patexia, to assume or to create any obligation or responsibility, express or implied, on behalf of Patexia, Patexia’s clients or in their names.

3.3 Other Compensation and benefits. Consultant shall not be entitled to any remuneration, benefits, or expenses other than as specifically provided for in this Agreement.

4. TAXES.

4.1 Consultant acknowledges and agrees that it is the sole responsibility of Consultant to report as income its compensation received from Patexia and to make the requisite tax filings and payments to the appropriate federal, state or local tax authority. No part of Consultant's compensation shall be subject to withholding by Patexia for the payment of social security, unemployment, or disability insurance or any other similar state or federal tax obligations.

5. PROPRIETARY RIGHTS.

5.1 Ownership. “Work Product” as used herein shall mean any material or information generated by, or communicated to or from Consultant related to the review and analysis of patents provided to Consultant by Patexia or Patexia’s clients within the scope of the Services performed under this Agreement. All Work Product shall be and remain the property of Patexia’s clients.

5.2 Additional Documents. Consultant agrees to execute any documents as Patexia may request to evidence or otherwise protect Patexia’s (or Patexia’s clients) ownership, assignment or license of the Work Product. Consultant appoints Patexia as Consultant's attorney-in-fact to execute any such documents on Consultant's behalf if Consultant fails to do so within five (5) business days of Patexia’s reasonable request.

6. CONFIDENTIAL & PRIVILEGED INFORMATION.

6.1 Definition. By virtue of this Agreement, Consultant may have access to information that is confidential (“Confidential Information”). Confidential Information includes, without limitation: (i) any and all trade secrets; (ii) technical information concerning Patexia’s clients products and intellectual property, including data and specifications, diagrams, flow charts, drawings, test results, know‑how, processes, inventions, research projects and product development; (iii) information concerning Patexia’s (or Patexia’s clients) business, including royalty rates, profits, litigation strategies, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, licensing strategies and information; and (iv) any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to adversely affect Patexia's (or Patexia’s clients) business .

6.2 Confidential Information. Confidential Information does not include any information that: (i) is in the possession of Consultant at the time of disclosure as shown by Consultant’s files and records immediately prior to the time of disclosure; (ii) lawfully is or becomes public knowledge through a source other than Consultant and through no fault of Consultant; (iii) is independently developed by or for Consultant; (iv) is disclosed by Patexia or Patexia’s clients to others without any restriction on use and disclosure; or (v) is or becomes lawfully available to Consultant from a source other than Patexia.

6.3 Obligations. Consultant agrees (i) that the Confidential Information is Patexia or Pateixa’s clients sole and exclusive property; (ii) to hold Patexia or Patxia’s client Confidential Information in confidence; and (iii) to not publish, disclose or otherwise make available, directly or indirectly, the Confidential Information or any part thereof to any third party or use the Confidential Information for any purpose other than in accordance with this Agreement without Patexia’s prior written consent. Consultant shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its agents or employees in violation of the provisions of this Agreement.

6.4 Privileged Information. The parties may share certain information that is protected by the attorney-client privilege, the attorney work product doctrine, and/or other applicable privileges and immunities (“Privileged Information”). In furtherance thereof, the parties agree that such sharing and exchange of Privileged Information will be subject to the attorney-client privilege, the work product privilege and/or other applicable privileges and immunities to the maximum extent possible. This Agreement memorializes the understanding of the parties that their exchange of Privileged Information is not intended to, and is not understood to, void, waive or compromise in any respect any applicable privilege, protection, immunity, or other legal protection applicable to such information.

7. CONSULTANT'S REPRESENTATIONS AND WARRANTIES. Consultant warrants and represents that:

7.1 No Infringement. Consultant will not infringe upon any copyright, patent, trade secret or other property right of any third party in the performance of the Services required by this Agreement.

7.2 Authority. Consultant has the authority to enter into this Agreement and to perform all obligations under this Agreement, including, but not limited to, the grant of rights to the Work Product and all related proprietary rights.

7.3 No Conflicting Grant. Consultant has not granted any rights or licenses to any intellectual property or technology or has not entered into any other agreement that would conflict with Consultant's obligations under this Agreement.

7.4 Performance Standard. Consultant will perform the Services in a professional and workmanlike manner. The Services and the terms of this Agreement do not conflict with any obligation Consultant may have to a third party.

8. TERM AND TERMINATION.

8.1 Term of Agreement. This Agreement will become effective on the Effective Date of this Agreement, and will remain in effect for a period of one (1) year unless terminated earlier as set forth in Section 8.2 (Termination of Agreement) below.

8.2 Termination of Agreement. Each party has the right to terminate this Agreement at any time, upon written notice to the other party.

8.3 Return of Materials. Upon termination of this Agreement, each party shall promptly return to the other all data, materials and other property of the other held by it.

8.4 Survival. The following provisions shall survive any termination of this Agreement: Section 5 (Proprietary Rights), Section 6 (Confidential & Privileged Information), Section 7 (Representations and Warranties), Section 8 (Termination), and Section 9 (Miscellaneous).

9. MISCELLANEOUS.

9.1 Entire Agreement. This Agreement is the sole and entire Agreement between the parties relating to the subject matter hereof, and supersedes all prior understandings, agreements and documentation relating to such subject matter.

9.2 Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument. A faxed or e-mailed copy of this Agreement shall be considered an original for purposes of this Agreement.

9.3 Modifications. Any modifications to this Agreement must be in writing and signed by both parties.

9.4 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated in any way.

9.5 Antitrust and Export. The parties shall strictly comply with all applicable laws and regulations, including but not limited to antitrust laws and export administration laws.

9.6. Employment. Consultant agrees not to solicit direct employment of any kind and in any capacity from Patexia’s clients for whom Consultant has provided Services for, for a period of twenty four (24) months from Termination Date, unless through Patexia.

9.7 Governing Law. This Agreement and its schedules represent the entire agreement between the parties regarding this subject. This Agreement supersedes all previous oral or written communications between the parties regarding the subject, and it may not be modified or waived except in writing and signed by an officer or other authorized representative of each party. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of this Agreement. California law governs this Agreement without consideration to that body of law referred to as “conflicts of laws”. The parties will attempt to settle any claim or controversy through consultation and negotiation in good faith and a spirit of mutual cooperation. Any dispute which cannot be resolved through negotiation or mediation may be submitted to the court of appropriate jurisdiction in Los Angeles, CA.

9.8 Equitable Relief. Consultant acknowledges that the unauthorized use or disclosure of the Work Product or the Confidential Information will cause irreparable harm and significant commercial damages to Patexia or its clients, the extent of which will be impossible to measure in money. Therefore, if Patexia or its clients should institute any action or bring any proceeding under this Agreement, Consultant hereby waives the claim or defense that Patexia or its clients has an adequate remedy at law.

9.9 No Agency. This Agreement does not create any agency or partnership relationship.

9.10 Assignability. This Agreement is not assignable by Consultant without the prior written consent of Patexia, but Patexia may assign its rights under this Agreement to any successor in interest, assignee or licensee.

In Witness Whereof, the parties have caused this Agreement to be executed by their respective duly authorized representative.

Patexia, Inc.	Consultant
By: _________________________	By:____________________________
Name: Pedram Sameni	Name: _________________________
Title: President & CEO	Title: __________________________
Date: _________________________	Date: __________________________

Exhibit A

DESCRIPTION OF SERVICES

Consultant shall review intellectual property and other technologies related to certain patents identified and assigned by Patexia or its clients and provide analysis or findings on technical issues related to the identified patents.

Consultant shall not exceed four (4) hours of support per Expert Service engagement (any one engagement) unless Patexia or its client(s) provide prior approval to exceed this limitation.

Rate Schedule

Expert	Hourly Rate
Ibrahim Habib	$250

Patexia, Inc.	Consultant
By: _________________________	By:____________________________
Name: Pedram Sameni	Name: _________________________
Title: President & CEO	Title: __________________________
Date: _________________________	Date: __________________________

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