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Contributor Agreement

SOFTWARE CONTRIBUTOR ASSIGNMENT AGREEMENT

Whereas I wish to contribute to Innowhere Software a service of the Spanish citizen Jose Maria Arranz Santamaria ("Innowhere") software source code, object code, documentation, or other material (collectively, "the Contribution"),

1. For the opportunity to participate in and benefit from the community of users of Innowhere software, I hereby irrevocably grant, contribute, assign, and transfer to Innowhere (a) all right, title and interest, worldwide, in and to the copyrights, copyright applications and copyright registrations in the Contribution; (b) all of my right, title and interest under each patent or patent application now or hereafter owned or controlled by me, but only to the extent that it is reasonably necessary to practice an invention claimed in such patent in order to make, have made, use, import, license and sublicense (collectively, "Use") and permit others to Use the Contribution (or portions thereof), both alone and in combination with other software and documentation, and both in its present form and as it may be modified in the future, for any of its intended purposes; and (c) any and all of my other rights, title and interest in and to any trade secrets, other intellectual property rights, contract rights and licenses associated with all or part of the Contribution. If I have any rights to the Contribution that cannot be assigned as described above including, without limitation, any moral rights or the equivalent thereof, I agree to waive enforcement world-wide of such rights against Innowhere, its officers, directors, shareholders, agents, employees, licensees, or sub-licensees. If I have any rights to the Contribution that cannot be assigned or waived as described above, I hereby grant and agree to grant to the Innowhere a non-exclusive, irrevocable, fully paid-up, and royalty free license, in perpetuity and world-wide, to fully exercise such rights, including rights to sublicense through multiple tiers of sublicenses. These rights are assignable by Innowhere.

2. I represent and warrant that I am legally entitled to grant the above assignment and that by providing the Contribution I am not violating any law, breaching any contract, or infringing upon the rights of any person or entity.

3. I will take such reasonable actions as may be requested by the Innowhere, if any, to perfect the assignment of the Contribution as stated herein, including the execution and delivery of any additional instruments of assignment if appropriate and necessary.

4. I understand and acknowledge that I am not expected to provide support for the Contribution, except to the extent that I desire to provide support, and that I may provide support for free, for a fee, or not at all. Except for the warranties in Section 2 above, the Contribution is provided AS-IS, without warranty of any kind (either express or implied) including, without limitation, any implied warranty of merchantability and fitness for a particular purpose.

5. I understand and acknowledge that submission of the Contribution does not guarantee that it will be accepted into any Innowhere project or product or that it will otherwise be distributed by Innowhere and/or any other entity.

6. I understand and acknowledge that in return for my Contribution, Innowhere grants to me a license to use the Contribution.

7. I agree to notify Innowhere in writing or via e-mail of any copyright applications; copyright registrations; patent applications; patents; trademarks, servicemarks, or other proprietary marks or notices, and any applications or registrations for the same; trade secrets; other intellectual property rights; contract rights; and licenses that are included in my Contribution and of which I am aware. I hereby promise to notify Innowhere if in the future I become aware of any copyright applications; copyright registrations; patent applications; patents; trade secrets; other intellectual property rights; contract rights; or licenses that are included in my Contribution (whether past, present or future) but are not included in the list above.

8. Employer/Client Disclaimer (If Applicable). I certify that my employer/client hereby disclaims all copyright interest in the software source code, documentation, or other material related to the Contribution which may be written by me and which I may hereafter submit for inclusion in any project, product, or software distributed by Innowhere.

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