Form L.3

STATEMENT OF ACKNOWLEDGMENT AND ASSIGNMENT

This STATEMENT OF Acknowledgment and Assignment is made pursuant to the Software Licenseand Service Agreement dated ______, 20__ between ____________("Licensee") and ______("Licensor").

I, ______, [an employee] [a subcontractor] of Licensor, acknowledge that I have been assigned by Licensor to perform services for the Licensor in fulfillment of Licensor's obligations under the Information Technology Master Service Agreement.

I acknowledge and agree that, in the course of providing the aforementioned services, I may become aware of or come into possession of certain confidential or proprietary information and documents of Licensee, including, without limitation, information relating to the trade secrets, scientific research, clinical development, or business affairs of Licensee, all project and computer-related technical matters, design and performance specifications, operating procedures, systems documentation, utility reference manuals, language reference manuals, third party software and documentation, and any other relevant information furnished to Licensor and Licensor Personnel. I will not copy any such information without Licensee's prior written permission, shall not disclose the information to any other person, shall not use the information for any purpose other than performing services to Licensee and shall return all copies of any such information when my services under this Acknowledgment and Assignment cease.

I further acknowledge and agree that any and all intellectual and other property rights, including but not limited to patent, trademark and copyright in any materials or tangible items I prepare or have prepared pursuant to said services performed by me under this Acknowledgment and Assignment shall belong solely to Licensee and I will not assert or attempt to assert any rights of any type to such items. I agree to assign and hereby assign all of my rights in such items to Licensee.

I also agree not to assert any claim for compensation or benefits from Licensee and agree to look solely to Licensor for any and all compensation, benefits or other entitlements that may be due me in respect of such services. Moreover, I am not a contractor of or in contractual privity with Licensee as a result of this Acknowledgment and Assignment.

I acknowledge that this Statement will be provided to Licensee and that Licensee is relying on it in allowing me to perform the services.

By:

______

(Signatureof Licensor Employee/ Subcontractor)

Date: ______

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