Service Agreement Between Exponent, Inc. And Exponent Engineering P.C

Exhibit 10.20

SERVICES AGREEMENT

This Services Agreement (this " Agreement" ) is entered into as of January 6, 2006 by and between Exponent, Inc, a Delaware corporation (" Exponent" ), and Exponent Engineering, P.C., a California professional corporation (" Exponent Engineering" ). BACKGROUND

A. Exponent Engineering is a California professional corporation engaged in professional engineering, is qualified to do business in the State of New York, and has available to it the services of professional engineers licensed to provide professional engineering services in the State of New York.

B. Exponent desires to obtain from Exponent Engineering, on the terms and conditions set forth herein, certain professional engineering services, and Exponent Engineering is willing to provide to Exponent, on the terms and conditions set forth herein, such services.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, Exponent Engineering and Exponent hereby agree as follows:

1. ARTICLE I. SERVICES

1.1. Professional Engineering Services . Exponent Engineering shall undertake to provide professional engineering services from time to time to clients of Exponent, or clients introduced to Exponent Engineering by Exponent, when and as reasonably requested by Exponent (collectively, the " Services" ). All such Services shall be performed in accordance with applicable professional standards and any related laws, rules or regulations, and any applicable policies and procedures of Exponent.

1.2. Provision of Exponent Employees and Resources . Exponent shall make available to Exponent Engineering such employees (the " Employees" ) and any and all other resources, including without limitation financial and administrative resources, of Exponent as may be necessary to perform the engagements described in Section 1.1 and to provide any professional engineering services so secured, in addition to any other services incident to the operation of the business of Exponent Engineering conducted in accordance with this Agreement (collectively, the " Support" ). The Employees providing the Support may be designated Exponent Engineering titles consistent with the Support provided by such Employees.

1.3. Consideration . In consideration for the provision of the Support as set forth in Section 1.2 above, any and all amounts or other consideration received by Exponent Engineering in connection with the Services or the operation of its business shall belong to Exponent, and shall be delivered by Exponent Engineering to Exponent promptly upon receipt.

1.4. Operation of Business of Exponent Engineering . All activity undertaken by Exponent Engineering in connection with the operation of its business shall be consistent with this Agreement.

2. ARTICLE II. INTELLECTUAL PROPERTY RIGHTS 2.1. Assignment of Ownership Of Work Product.

(a) Work Product. " Work Product" means all deliverables, inventions, innovations, improvements, or other works of authorship Exponent Engineering, whether through the Employees or otherwise, may conceive ...