Common use of Assignment of Intellectual Property Clause in Contracts

Assignment of Intellectual Property. (i) Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the Company. Executive agrees that the Company owns any such Creations, and Executive hereby assigns and agrees to assign to the Company all moral and other rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities, or (ii) results in any way from his work at the Company. (ii) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iii) Executive agrees to reasonably cooperate with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company, acting reasonably, may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (ia) Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the Company. Executive agrees that the Company owns any such Creations, and Executive hereby assigns and Employee agrees to assign and hereby assigns to the Company all moral and other rights he has or may acquire therein and agrees to execute Company Intellectual Property including any and all applicationsrights, assignments title, and other instruments relating thereto which the ownership interests that Employee may have in or to Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect Intellectual Property patent application, including copyright and any tangible media embodying such Company Intellectual Property, during and subsequent to Creations and derivatives of such Creations conceived or made during his employment with the CompanyEmployee’s employment. The Company has and Executive understand that will have the obligation royalty-free right to use or otherwise exploit Company Intellectual Property without any further agreement between the Company and Employee. Company Intellectual Property remains the exclusive property of the Company whether or not deemed to be a “work made for hire” within the meaning of the copyright laws of the United States. For clarity, Employee does not hereby assign or agree to assign Creations any Pre-existing Intellectual Property to the Company. (b) Employee is hereby notified that certain statutes in some U.S. states relate to ownership and assignment of inventions. At relevant locations and in accordance with those statutes, the Company shall agrees that this Attachment II does not apply to any Creation which is an invention developed by Employee entirely on his or her own time without using any use of the CompanyCompany Group’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way systems, or confidential information, except for inventions that relate to the business Company Group’s business, or to the current actual or anticipated research or development of the Company Group or any work performed by Employee for the Company Group. For this purpose, the “Company Group” means the Company and all Affiliates. (c) The Company may, in its sole discretion, waive the automatic assignment provisions of Section 5(a) using such criteria as the Company, in its Affiliated Entitiessole discretion, or (ii) results may decide to use. No waiver of the automatic assignment provision is effective unless in any way from his work at a writing signed by a person authorized by the Company. (iid) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under No waiver of the applicable laws automatic assignment provision of any country of the world that Executive may have in connection with the Creations, and Company Intellectual Property relating to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against business of the Company or any arising out of its Affiliated Entities claiming that ExecutiveEmployee’s moral rights to the Creations have been violated. (iii) Executive agrees to reasonably cooperate with the Company, both during and after his employment with the CompanyCompany will be effective without the submission of a complete and correct IP Disclosure Form. No waiver of the automatic assignment provision is effective if Employee’s IP Disclosure Form is incomplete, with respect to the procurementincorrect, maintenance otherwise defective, or if any misrepresentation has been made. Employee is estopped from asserting waiver, and enforcement of copyrightsany waiver will be void and/or voidable, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company, acting reasonably, may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company waiver is unableobtained in violation of this Attachment II, after reasonable effortor obtained through fraud, negligence, failure to secure Executive’s signature disclose, or incorrect, incomplete, or defective information on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creationsan IP Disclosure Form.

Assignment of Intellectual Property. (i) Executive will agrees that Executive will, without additional compensation, promptly disclose make full written disclosure to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the Company. Executive agrees that the Company owns any such Creations, and Executive hereby assigns will hold in trust for the sole right and agrees to assign to benefit of the Company all moral developments, original works of authorship, inventions, concepts, know-how, improvements, trade secrets, and other rights he has similar proprietary rights, whether or not patentable or registrable under copyright or similar laws, which Executive may acquire therein and agrees (or have previously) solely or jointly conceive or develop or reduce to execute any and all applicationspractice, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect cause to Creations and derivatives of such Creations be conceived or made developed or reduced to practice, during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall Term of Employment, whether or not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipmentduring regular working hours, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation provided they either (i) relates in any way relate at the time of conception or reduction to practice of the invention to the business of any member of the Company Group, or to the current actual or demonstrably anticipated research or development of any member of the Company or any of its Affiliated Entities, or Group; (ii) results result from or relate to any work performed for any member of the Company Group; or (iii) are developed through the use of equipment, supplies, or facilities of any member of the Company Group, or any Confidential Information, or in consultation with personnel of any way from his member of the Company Group (collectively referred to as “Developments”). Executive further acknowledges that all Developments made by Executive (solely or jointly with others) within the scope of and during the Term of Employment are “works made for hire” (to the greatest extent permitted by applicable law) for which Executive is, in part, compensated by Executive’s Base Salary, unless regulated otherwise by law, but that, in the event any such Development is deemed not to be a work at made for hire, Executive hereby assigns to the Company, or its designee, all Executive’s right, title, and interest throughout the world in and to any such Development. (ii) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iii) Executive agrees to reasonably cooperate with assist the Company, both during and after his employment with or its designee, at the Company’s expense, with respect in every way to secure the procurement, maintenance rights of the Company Group in the Developments and enforcement of any copyrights, patents, trademarks trademarks, service marks, database rights, domain names, mask work rights, moral rights, and other intellectual property rights (both relating thereto in any and all countries, including the United States disclosure to the Company of all pertinent information and foreign countries) relating to such Creations. Executive shall sign data with respect thereto, the execution of all papers, including, without limitation, copyright applications, patent applications, declarationsspecifications, oaths, formal assignments, assignments of priority rights recordations, and powers of attorney, which all other instruments that the Company, acting reasonably, may Company shall deem necessary or desirable in order to protect its apply for, obtain, maintain, and transfer such rights and interests in order to assign and convey to the Company Group the sole and exclusive right, title, and interest in and to such Developments, and any Creationsintellectual property and other proprietary rights relating thereto. Executive further agrees that if Executive’s obligation to execute or cause to be executed, when it is in Executive’s power to do so, any such instrument or papers shall continue after the termination of the Term of Employment until the expiration of the last such intellectual property right to expire in any country of the world; provided, however, that the Company shall reimburse Executive for Executive’s reasonable expenses incurred in connection with carrying out the foregoing obligation and, following termination of employment of the Term of Employment, shall compensate Executive for Executive’s time incurred in connection with carrying out Executive’s obligations under this Section 6(c)(ii) following such termination of at an hourly rate based upon Executive’s Base Salary as of immediately prior to Executive’s termination of employment. If the Company is unable, after reasonable effort, unable because of Executive’s mental or physical incapacity or unavailability for any other reason to secure Executive’s signature on to apply for or to pursue any such papers, application for any officer United States or foreign patents or copyright registrations covering Developments or original works of authorship assigned to the Company shall be entitled to execute such papers as his agent and attorney-in-fact and above, then Executive hereby irrevocably designates and appoints each officer of the Company and its duly authorized officers and agents as his Executive’s agent and attorney-in-attorney in fact to act for and in Executive’s behalf and stead to execute and file any such papers on his behalf applications or records and to take do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect as if originally executed by me. Executive hereby waives and irrevocably quitclaims to the Company any and all actions as the Company may deem necessary claims, of any nature whatsoever, that Executive now or desirable in order to protect its hereafter have for past, present, or future infringement of any and all proprietary rights and interests in any Creations, under the conditions described in this paragraph, all assigned to the exclusion of Executive’s CreationsCompany.

Assignment of Intellectual Property. (i) Executive will promptly disclose to During the Company any ideaduration of this Agreement and for two years thereafter, inventionEmployee may, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him either alone or with others at any time others, during his employment with the Companyworking hours or not, develop Intellectual Property, which may be protectable by patent, trademark or copyright law. Executive Employee agrees that the as consideration for this Agreement, Company owns will solely own all Intellectual Property and all Intellectual Property will be considered “work made for hire.” If by operation of law or otherwise, any such CreationsIntellectual Property is not “work made for hire” or if ownership of all right, title, and Executive interest in the Intellectual Property does not vest exclusively in Company, Employee hereby assigns irrevocably assigns, to Company its successors and assigns, Employee’s entire right, title, and interest in and to all Intellectual Property including all patents, applications, trademarks, and copyrights. Employee agrees that such assignment is supported by adequate consideration under this Agreement. Employee agrees to assign disclose promptly and fully to the Company all moral Intellectual Property and other rights he has to advise Company’s president or may acquire therein designated intellectual property manager of all Intellectual Property. Employee shall also keep and agrees to execute any maintain adequate and current written records of all applicationssuch Intellectual Property describing its nature, assignments use, and other instruments operation. Records shall be in the form of notes, sketches and drawings or reports relating thereto which thereto, and will be the property of, and available to, the Company deems necessary at all times. Concepts, copyrights, and inventions which do not relate, directly or desirable. These obligations shall continue beyond the termination indirectly to Company’s business or which Employee developed independent of his employment association with respect to Creations Company or Company’s business and derivatives of such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using use of Company’s time, resources, equipment or Confidential Information are expressly excluded from “works made for hire.” Any inventions owned by Employee prior to the Effective Date are enumerated in Appendix B hereto and are excluded from Employee's obligations under this Agreement. If not listed, the Parties agree that it shall be conclusively presumed that any relevant Intellectual Property which may have been listed, whether completed or not, at the execution of this Agreement, were not listed because they are agreed to belong exclusively to Company. Employee will promptly deliver all Intellectual Property to Company and at the request of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities, or (ii) results in any way from his work at the Companywill execute and deliver all proper assignments thereto. (ii) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iii) Executive agrees to reasonably cooperate with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company, acting reasonably, may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (i) Executive will agrees that Executive will, without additional compensation, promptly disclose make full written disclosure to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the Company. Executive agrees that the Company owns any such Creations, and Executive hereby assigns will hold in trust for the sole right and agrees to assign to benefit of the Company all moral developments, original works of authorship, inventions, concepts, know-how, improvements, trade secrets, and other rights he has similar proprietary rights, whether or not patentable or registrable under copyright or similar laws, which Executive may acquire therein and agrees (or have previously) solely or jointly conceive or develop or reduce to execute any and all applicationspractice, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect cause to Creations and derivatives of such Creations be conceived or made developed or reduced to practice, during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall Term of Employment, whether or not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipmentduring regular working hours, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation provided they either (i) relates in any way relate at the time of conception or reduction to practice of the invention to the business of any member of the Company Group, or to the current actual or demonstrably anticipated research or development of any member of the Company or any of its Affiliated Entities, or Group; (ii) results result from or relate to any work performed for any member of the Company Group; or (iii) are developed through the use of equipment, supplies, or facilities of any member of the Company Group, or any Confidential Information, or in consultation with personnel of any way from his member of the Company Group (collectively referred to as “Developments”). Executive further acknowledges that all Developments made by Executive (solely or jointly with others) within the scope of and during the Term of Employment are “works made for hire” (to the greatest extent permitted by applicable law) for which Executive is, in part, compensated by Executive’s Base Salary, unless regulated otherwise by law, but that, in the event any such Development is deemed not to be a work at made for hire, Executive hereby assigns to the Company, or its designee, all of Executive’s right, title, and interest throughout the world in and to any such Development. (ii) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iii) Executive agrees to reasonably cooperate with assist the Company, both during and after his employment with or its designee, at the Company’s expense, with respect in every way to secure the procurement, maintenance rights of the Company Group in the Developments and enforcement of any copyrights, patents, trademarks trademarks, service marks, database rights, domain names, mask work rights, moral rights, and other intellectual property rights (both relating thereto in any and all countries, including the United States disclosure to the Company of all pertinent information and foreign countries) relating to such Creations. Executive shall sign data with respect thereto, the execution of all papers, including, without limitation, copyright applications, patent applications, declarationsspecifications, oaths, formal assignments, assignments of priority rights recordations, and powers of attorney, which all other instruments that the Company, acting reasonably, may Company shall deem necessary or desirable in order to protect its apply for, obtain, maintain, and transfer such rights and interests in order to assign and convey to the Company Group the sole and exclusive right, title, and interest in and to such Developments, and any Creationsintellectual property and other proprietary rights relating thereto. Executive further agrees that if Executive’s obligation to execute or cause to be executed, when it is in Executive’s power to do so, any such instrument or papers shall continue after the termination of the Term of Employment until the expiration of the last such intellectual property right to expire in any country of the world; provided, however, that the Company shall reimburse Executive for Executive’s reasonable expenses incurred in connection with carrying out the foregoing obligation and, following termination of the Term of Employment, shall compensate Executive for Executive’s time incurred in connection with carrying out Executive’s obligations under this Section 9(c)(ii) following such termination at an hourly rate based upon Executive’s Base Salary as of immediately prior to termination of Executive’s employment. If the Company is unable, after reasonable effort, unable because of Executive’s mental or physical incapacity or unavailability for any other reason to secure Executive’s signature on to apply for or to pursue any such papers, application for any officer United States or foreign patents or copyright registrations covering Developments or original works of authorship assigned to the Company shall be entitled to execute such papers as his agent and attorney-in-fact and above, then Executive hereby irrevocably designates and appoints each officer of the Company and its duly authorized officers and agents as his Executive’s agent and attorney-in-attorney in fact to act for and in Executive’s behalf and stead to execute and file any such papers on his behalf applications or records and to take do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect as if originally executed by Executive. Executive hereby waives and irrevocably quitclaims to the Company any and all actions as the Company may deem necessary claims, of any nature whatsoever, that Executive now or desirable in order to protect its hereafter has for past, present, or future infringement of any and all proprietary rights and interests in any Creations, under the conditions described in this paragraph, all assigned to the exclusion of Executive’s CreationsCompany.

Assignment of Intellectual Property. (ia) Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the Companyemployment. Executive agrees that the Company owns any such Creations, conceived or made by Executive alone or with others at any time during his employment, and Executive hereby assigns and agrees to assign to the Company all moral and or other rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company or any of its the Affiliated Entities, or (ii) results in any way from his work at the Company. (iib) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iiic) Executive will not assert any rights to any invention, discovery, idea or improvement relating to the business of the Company or any of its Affiliated Entities or to his duties hereunder as having been made or acquired by Executive prior to his work for the Company except for the matters, if any, described in Exhibit B to this Agreement. (d) During the term of Executive’s employment hereunder, if Executive incorporates into a product or process of the Company or any of its Affiliated Entities anything listed or described in Exhibit B, the Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to grant and authorize sublicenses) to make, have made, modify, use, sell, offer to sell, import, reproduce, distribute, publish, prepare derivative works of, display, perform publicly and by means of digital audio transmission and otherwise exploit as part of or in connection with any product, process or machine. (e) Executive agrees to reasonably cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company, acting reasonably, Company may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (ia) Executive will promptly disclose Employee agrees to and hereby does grant and assign to the Company any ideainterest in and all rights and title to (including, inventionwithout limitation, discovery rights to patents, copyrights and all other proprietary interests) any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, software, source code, object code, creations, developments, ideas, or improvement, whether patentable or not trade secrets that Employee (“Creations”), conceived or made by him either alone or with others at any time others) makes, creates, conceives, invents, discovers, develops, or reduces to practice during his employment with the Employment Period under the Employment Agreement that (i) relates to the business of the Company or the Company. Executive agrees that the Company owns ’s actual or demonstrably anticipated research or development, (ii) results from any such Creations, and Executive hereby assigns and agrees to assign to the Company all moral and other rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with work Employee performed for the Company. The Company and Executive understand that , or (iii) results from the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any use of the Company’s time, equipment, supplies, facilities, and/or property, trade secrets or other Confidential Information (“Executive CreationsIntellectual Property”) unless ). Any such Creation (i) relates assignment of Intellectual Property shall occur regardless whether or not it is patentable or registrable under copyright or similar statutes or subject to analogous protection. Any such assignment shall be without additional compensation to Employee. Employee acknowledges that he has and shall have no intellectual property or other right, title or interest in or to any way such Intellectual Property. Employee will promptly disclose and deliver such Intellectual Property to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entitiesand, or (ii) results in any way from his work at the Company. (ii) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights request of and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and without charge to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iii) Executive agrees to reasonably cooperate with the Company, both during Employee will do all things deemed by the Company to be reasonably necessary to perfect title to the Intellectual Property in the Company and after his employment with to assist in obtaining for the Company such patents, copyrights or other protection as may be provided under law and desired by the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright executing and signing any and all relevant applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorneyor other instruments. Employee further agrees to provide, which at the Company’s request, acting reasonablydeclarations and affidavits and to give testimony, may deem necessary in depositions, hearings, or desirable trials, in order to protect its support of any of the Company’s rights and interests in hereunder. These obligations continue even after any Creationstermination of the employment relationship. Executive further agrees that if In the event the Company is unable, after reasonable effort, to secure ExecutiveEmployee’s signature on any such papersdocument or documents needed to apply for or prosecute any patent, copyright or other right or protection, for any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive reason whatsoever, Employee hereby irrevocably designates and appoints each officer of the Company and its duly authorized officers and agents as his agent and attorney-in-fact to execute any such papers act for and on his behalf to execute and file any such application or other document and to take do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or similar protections thereon with the same legal force and effect as if executed by his. (b) Employee acknowledges that all original works of authorship, including, without limitation, software, manuals and documentation, that have been or may be created by Employee during and within the scope of employment are and shall be “works-for-hire” and the sole property of the Company. (c) Notwithstanding any provision of this Agreement, Employee understands and all actions as agrees that Employee is not being required to assign, and will not be deemed to have assigned, the Company may deem necessary following: (i) any inventions that the Employee developed entirely on his own time without using the Company’s equipment, supplies, facilities, or desirable in order trade secret information except for those inventions that either: (1) relate at the time of conception or reduction to protect its rights and interests in any Creations, under practice of the conditions described in this paragraph, all invention to the exclusion Company’s business, or actual or demonstrably anticipated research or development of Executive’s Creationsthe Company; or (2) result from any work performed by the Employee for the Company. (ii) Inventions, developments and intangible interests and properties (i.e., patents, patent applications, intellectual property, copyrights, trade secrets, and trademarks) that Employee made prior to starting employment with the Company. To avoid any uncertainty, Employee agrees to set forth as an Exhibit to this Agreement, any inventions, developments and intangible interests that he owns or has an interest in at the time of execution of this Agreement.

Assignment of Intellectual Property. (ia) Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the Companyemployment. Executive agrees that the Company owns any such CreationsCreations conceived or made by Executive alone or with others at any time during his employment, and Executive hereby assigns and agrees to assign to the Company all moral and or other rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (ia) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities, ; or (iib) results in any way from his work at the Company. (iib) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iiic) Executive will not assert any rights to any invention, discovery, idea or improvement relating to the business of the Company or any of its Affiliated Entities or to his duties hereunder as having been made or acquired by Executive prior to his work for the Company. (d) Executive agrees to reasonably cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company, acting reasonably, Company may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (ia) Executive The Employee will promptly disclose to the Company any idea, invention, discovery discovery, or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his his/her employment with the CompanyCompany or its affiliates. Executive Employee agrees that the Company owns any such Creations, conceived, or made by Employee alone or with others at any time during his/her employment, and Executive Employee hereby assigns and agrees to assign to the Company all moral and or other rights he he/she has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. Employee hereby waives and relinquishes all moral rights he/she has or may acquire in the Creations and agrees to execute any and all other waivers and instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his his/her employment with respect to Creations and derivatives of such Creations conceived or made during his his/her employment with the Company. The Company and Executive Employee understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his his/her own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated EntitiesCompany, or (ii) results in any way from his his/her work at the Company. (iib) In any jurisdiction in which moral rights cannot be assigned, Executive Employee hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any state or country of the world that Executive Employee may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities affiliates claiming that ExecutiveEmployee’s moral rights to the Creations have been violated. (iiic) Executive Employee agrees to reasonably cooperate fully with the Company, Company both during and after his his/her employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks trademarks, and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company, acting reasonably, Company may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive Employee further agrees that if the Company is unable, after reasonable effort, to secure ExecutiveEmployee’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his his/her agent and attorney-in-fact and Executive the Employee hereby irrevocably designates and appoints each officer of the Company as his his/her agent and attorney-in-fact to execute any such papers on his his/her behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (ia) Executive Employee will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him or her alone or with others at any time during his employment with the Companyor her employment. Executive Employee agrees that the Company owns any such Creations, conceived or made by Employee alone or with others at any time during his or her employment, and Executive Employee hereby assigns and agrees to assign to the Company all moral and or other rights he (s)he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his or her employment with respect to Creations and derivatives of such Creations conceived or made during his or her employment with the Company. The Company and Executive Employee understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his or her own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities, or (ii) results in any way from his or her work at the Company. (iib) In any jurisdiction in which moral rights cannot be assigned, Executive Employee hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive Employee may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities affiliates claiming that ExecutiveEmployee’s moral rights to the Creations have been violated. (iiic) Executive Employee agrees to reasonably cooperate fully with the Company, Company both during and after his or her employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company, acting reasonably, Company may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive Employee further agrees that if the Company is unable, after reasonable effort, to secure ExecutiveEmployee’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his or her agent and attorney-in-fact and Executive Employee hereby irrevocably designates and appoints each officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (i) i. Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the CompanyCompany or while providing services to the Company or any Affiliated Entity. Executive agrees that the Company owns any such Creations, and Executive hereby assigns and agrees to assign to the Company all moral and other rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company or any of its the Affiliated Entities, or (ii) results in any way from his work at the CompanyCompany or for any of the Affiliated Entities. (ii) . In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, Executive hereby covenants and agrees not to bring any claim, suit suit, or other legal proceeding against the Company or any of its the Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated.. DOCPROPERTY "DocID" \* MERGEFORMAT 4894-7632-2147.1 (iii) . Executive agrees to reasonably cooperate with the CompanyCompany and the Affiliated Entities, both during and after his employment with the CompanyCompany and work for the Affiliated Entities, with respect to the procurement, maintenance maintenance, and enforcement of copyrights, patents, trademarks trademarks, and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights rights, and powers of attorney, which the Company, acting reasonably, Company or Affiliated Entities reasonably may deem necessary or desirable in order to protect its their rights and interests in any Creations. Executive further agrees that if the Company or any Affiliated Entity is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company or an Affiliated Entity shall be entitled to execute such papers as his agent and attorney-in-fact fact, and Executive hereby irrevocably designates and appoints each officer of the Company or an Affiliated Entity as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company or any Affiliated Entity may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (i) Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his her employment with the CompanyCompany or while providing services to the Company or any Affiliated Entity. Executive agrees that the Company owns any such Creations, and Executive hereby assigns and agrees to assign to the Company all moral and other rights he she has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his her employment with respect to Creations and derivatives of such Creations conceived or made during his her employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his her own time without using any of the Company’s equipment, supplies, 4857-6394-4720.3 facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company or any of its the Affiliated Entities, or (ii) results in any way from his her work at the CompanyCompany or for any of the Affiliated Entities. (ii) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, Executive hereby covenants and agrees not to bring any claim, suit suit, or other legal proceeding against the Company or any of its the Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iii) Executive agrees to reasonably cooperate with the CompanyCompany and the Affiliated Entities, both during and after his her employment with the CompanyCompany and work for the Affiliated Entities, with respect to the procurement, maintenance maintenance, and enforcement of copyrights, patents, trademarks trademarks, and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights rights, and powers of attorney, which the Company, acting reasonably, Company or Affiliated Entities reasonably may deem necessary or desirable in order to protect its their rights and interests in any Creations. Executive further agrees that if the Company or any Affiliated Entity is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company or an Affiliated Entity shall be entitled to execute such papers as his her agent and attorney-in-fact fact, and Executive hereby irrevocably designates and appoints each officer of the Company or an Affiliated Entity as his her agent and attorney-in-fact to execute any such papers on his her behalf and to take any and all actions as the Company or any Affiliated Entity may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (ia) Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the Companyemployment. Executive agrees that the Company owns any such CreationsCreations conceived or made by Executive alone or with others at any time during his employment, and Executive hereby assigns and agrees to assign to the Company all moral and or other rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (ia) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities, ; or (iib) results in any way from his work at the Company. (iib) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iiic) Executive will not assert any rights to any invention, discovery, idea or improvement relating to the business of the Company or any of its Affiliated Entities or to his duties hereunder as having been made or acquired by Executive prior to his work for the Company, except for the matters, if any, described in Exhibit D to this Agreement. (d) During the Term, if Executive incorporates into a product or process of the Company or any of its Affiliated Entities anything listed or described in Exhibit D, the Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to grant and authorize sublicenses) to make, have made, modify, use, sell, offer to sell, import, reproduce, distribute, publish, prepare derivative works of, display, perform publicly and by means of digital audio transmission and otherwise exploit same as part of or in connection with any product, process or machine. (e) Executive agrees to reasonably cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company, acting reasonably, Company may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (i) Executive will promptly disclose to To the Company any ideafullest extent permitted by the laws of the State of Florida, inventionand the Copyright Act, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the Company. Executive agrees that the Company owns any such Creationsall right, title, and Executive hereby assigns interest in and agrees to assign to the Company all moral and other rights he has or may acquire therein and agrees to execute any and all applicationsinventions, assignments original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, know-how, trademarks, and other instruments relating thereto which the Company deems necessary trade secrets, whether or desirable. These obligations shall continue beyond the termination not patentable or registrable under copyright or similar laws, that Executive may have solely or jointly authored, conceived, developed, or reduced to practice as a result of his employment with respect services to Creations and derivatives of such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to , Recall, or any Creation which is developed entirely on his own time without using any affiliate, subsidiary, or predecessor corporation of the Company, or with the use of the Company’s, Recall’s, or any affiliate’s, subsidiary’s, or predecessor corporation’s equipment, supplies, facilities, and/or or Confidential Information (collectively, “Inventions”), are the sole property of the Company. Executive Creations”) unless such Creation (i) relates in any way also agrees to assign, and hereby irrevocably assigns fully to the business or to the current or anticipated research or development Company, all of the Company or any of its Affiliated EntitiesExecutive’s right, or (ii) results title and interest in any way from his work at the Company. (ii) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to Inventions. Executive further acknowledges that all original works of authorship that are made by Executive (solely or jointly with others) within the extent such waiver is unenforceable, hereby covenants scope of and agrees not to bring any claim, suit or other legal proceeding against during the Company or any period of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iii) Executive agrees to reasonably cooperate his relationship with the Company, both during Recall, or any affiliate, subsidiary, or predecessor corporation of the Company and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both that are protectable by copyright are “works made for hire,” as that term is defined in the United States and foreign countries) relating to such CreationsCopyright Act. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights understands and powers of attorney, which agrees that the decision whether or not to commercialize or market any Inventions is within the Company’s sole discretion and for the Company’s sole benefit, acting reasonablyand that no royalty, may deem necessary other consideration, or desirable in order attribution will be due to protect its rights and interests in Executive as a result of the Company’s efforts to commercialize or market any Creationssuch Inventions. Executive further agrees that if to assist the Company, or its designee, at the Company’s expense, in every reasonable way to secure the Company’s rights in the Inventions in any and all countries, including the disclosure to the Company is unableof all pertinent information and data with respect thereto, after reasonable effortthe execution of all applications, specifications, oaths, assignments, and all other instruments that the Company shall deem proper or necessary in order to secure Executive’s signature apply for, register, obtain, maintain, defend, and enforce such rights, and in order to deliver, assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and to all Inventions, and testifying in a suit or other proceeding relating to such Inventions. Notwithstanding the foregoing or anything herein to the contrary, the Company hereby acknowledges and agrees that Executive shall have the exclusive right to the intellectual property described on any such papersExhibit B hereto (the “T▇▇▇▇▇ IP”) and the Company hereby waives all right, any officer title and interest in and to the T▇▇▇▇▇ IP. Further, Executive shall retain all rights to all inventions and intellectual property for which no equipment, supplies, facility, confidential information or trade secret information of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creationswas used.

Assignment of Intellectual Property. (ia) Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the Company. Executive agrees that the Company owns any such Creations, and Executive hereby assigns and agrees to assign to the Company all moral and other rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities, or (ii) results in any way from his work at the Company. (iib) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iiic) Executive agrees to reasonably cooperate with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company, acting reasonably, may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (i) Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him her alone or with others at any time during his her employment with the CompanyCompany or while providing services to the Company or any Affiliated Entity. Executive agrees that the Company owns any such Creations, and Executive hereby assigns and agrees to assign to the Company all moral and other rights he she has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his her employment with respect to Creations and derivatives of such Creations conceived or made during his her employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his her own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation Creation: (i1) relates in any way to the business or to the current or anticipated research or development of the Company or any of its the Affiliated Entities, or (ii2) results in any way from his her work at the CompanyCompany or for any of the Affiliated Entities. (ii) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, Executive hereby covenants and agrees not to bring any claim, suit suit, or other legal proceeding against the Company or any of its the Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iii) Executive agrees to reasonably cooperate with the CompanyCompany and the Affiliated Entities, both during and after his her employment with the CompanyCompany and work for the Affiliated Entities, with respect to the procurement, maintenance maintenance, and enforcement of copyrights, patents, trademarks trademarks, and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights rights, and powers of attorney, which the Company, acting reasonably, Company or Affiliated Entities reasonably may deem necessary or desirable in order to protect its their rights and interests in any Creations. Executive further agrees that if the Company or any Affiliated Entity is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company or an Affiliated Entity shall be entitled to execute such papers as his her agent and attorney-in-fact fact, and Executive hereby irrevocably designates and appoints each officer of the Company or an Affiliated Entity as his her agent and attorney-in-fact to execute any such papers on his her behalf and to take any and all actions as the Company or any Affiliated Entity may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (ia) Executive will promptly disclose to the Company any idea, invention, discovery discovery, or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the Company or while providing services to the Company, P10, or any Affiliated Entity. Executive agrees that the Company owns any such Creations, and Executive hereby assigns and agrees to assign to the Company all moral and other rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s, P10’s, or any Affiliated Entity’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company Company, P10, or any of its Affiliated Entities, or (ii) results in any way from his employment with the Company or work at the Companyfor P10 or any Affiliated Entities. (iib) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit suit, or other legal proceeding against the Company or any of its Affiliated Entities Entity claiming that Executive’s moral rights to the Creations have been violated. (iiic) Executive agrees to reasonably cooperate with the Company, P10, and the Affiliated Entities, both during and after his employment with the Company, with respect to the procurement, maintenance maintenance, and enforcement of copyrights, patents, trademarks trademarks, and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights rights, and powers of attorney, which the Company, acting reasonably, Company reasonably may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact fact, and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (i) Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him her alone or with others at any time during his her employment with the Company. Executive agrees that the Company owns any such Creations, and Executive hereby assigns and agrees to assign to the Company all moral and other rights he she has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his her employment with respect to Creations and derivatives of such Creations conceived or made during his her employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his her own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities, or (ii) results in any way from his her work at the Company. (ii) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated.. DocuSign Envelope ID: C5CEDC5A-1156-4472-B2F7-648D65F325B6 (iii) Executive agrees to reasonably cooperate with the Company, both during and after his her employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company, acting reasonably, may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his her agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as his her agent and attorney-in-fact to execute any such papers on his her behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (i) Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the CompanyCompany or while providing services to the Company or any Affiliated Entity. Executive agrees that the Company owns any such Creations, and Executive hereby assigns and agrees to assign to the Company all moral and other rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, DOCPROPERTY "DocID" \* MERGEFORMAT 4876-0893-9619.1 facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (iCreation(i) relates in any way to the business or to the current or anticipated research or development of the Company or any of its the Affiliated Entities, or (ii) results in any way from his work at the CompanyCompany or for any of the Affiliated Entities. (ii) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, Executive hereby covenants and agrees not to bring any claim, suit suit, or other legal proceeding against the Company or any of its the Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iii) Executive agrees to reasonably cooperate with the CompanyCompany and the Affiliated Entities, both during and after his employment with the CompanyCompany and work for the Affiliated Entities, with respect to the procurement, maintenance maintenance, and enforcement of copyrights, patents, trademarks trademarks, and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights rights, and powers of attorney, which the Company, acting reasonably, Company or Affiliated Entities reasonably may deem necessary or desirable in order to protect its their rights and interests in any Creations. Executive further agrees that if the Company or any Affiliated Entity is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company or an Affiliated Entity shall be entitled to execute such papers as his agent and attorney-in-fact fact, and Executive hereby irrevocably designates and appoints each officer of the Company or an Affiliated Entity as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company or any Affiliated Entity may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (i) Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him her alone or with others at any time during his her employment with the CompanyCompany or while providing services to the Company or any Affiliated Entity. Executive agrees that the Company owns any such Creations, and Executive hereby assigns and agrees to assign to the Company all moral and other rights he she has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his her employment with respect to Creations and derivatives of such Creations conceived or made during his her employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his her own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company or any of its the Affiliated Entities, or (ii) results in any way from his her work at the CompanyCompany or for any of the Affiliated Entities. (ii) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, Executive hereby covenants and agrees not to bring any claim, suit suit, or other legal proceeding against the Company or any of its the Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iii) Executive agrees to reasonably cooperate with the CompanyCompany and the Affiliated Entities, both during and after his her employment with the CompanyCompany and work for the Affiliated Entities, with respect to the procurement, maintenance maintenance, and enforcement of copyrights, patents, trademarks trademarks, and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights rights, and powers of attorney, which the Company, acting reasonably, Company or Affiliated Entities reasonably may deem necessary or desirable in order to protect its their rights and interests in any Creations. Executive further agrees that if the Company or any Affiliated Entity is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company or an Affiliated Entity shall be entitled to execute such papers as his her agent and attorney-in-fact fact, and Executive hereby irrevocably designates and appoints each officer of the Company or an Affiliated Entity as his her agent and attorney-in-fact to execute any such papers on his her behalf and to take any and all actions as the Company or any Affiliated Entity may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (i) Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the Company or while providing services to the Company, P10, or any Affiliated Entity. Executive agrees that the Company owns any such Creations, and Executive hereby assigns and agrees to assign to the Company all moral and other rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company Company, P10, P10 Holdings, or any of its Affiliated Entities, or (ii) results in any way from his work at the Company. (ii) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit suit, or other legal proceeding against the Company Company, P10, P10 Holdings, or any of its Affiliated Entities Entity claiming that Executive’s moral rights to the Creations have been violated.. DOCPROPERTY "DocID" \* MERGEFORMAT 4867-3868-6819.1 (iii) Executive agrees to reasonably cooperate with the Company, P10, and the Affiliated Entities, both during and after his employment with the Company, with respect to the procurement, maintenance maintenance, and enforcement of copyrights, patents, trademarks trademarks, and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights rights, and powers of attorney, which the Company, acting reasonably, Company reasonably may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact fact, and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (i) Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the CompanyCompany or while providing services to the Company or any Affiliated Entity. Executive agrees that the Company owns any such Creations, and Executive hereby assigns and agrees to assign to the Company all moral and other rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation Creation: (i1) relates in any way to the business or to the current or anticipated research or development of the Company or any of its the Affiliated Entities, or (ii2) results in any way from his work at the CompanyCompany or for any of the Affiliated Entities. (ii) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, Executive hereby covenants and agrees not to bring any claim, suit suit, or other legal proceeding against the Company or any of its the Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iii) Executive agrees to reasonably cooperate with the CompanyCompany and the Affiliated Entities, both during and after his employment with the CompanyCompany and work for the Affiliated Entities, with respect to the procurement, maintenance maintenance, and enforcement of copyrights, patents, trademarks trademarks, and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights rights, and powers of attorney, which the Company, acting reasonably, Company or Affiliated Entities reasonably may deem necessary or desirable in order to protect its their rights and interests in any Creations. Executive further agrees that if the Company or any Affiliated Entity is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company or an Affiliated Entity shall be entitled to execute such papers as his agent and attorney-in-fact fact, and Executive hereby irrevocably designates and appoints each officer of the Company or an Affiliated Entity as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company or any Affiliated Entity may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (i) 5.1 The Executive will promptly disclose to recognizes and agrees that all ideas, inventions, patents, copyrights, copyright designs, trade secrets, trademarks, processes, discoveries, enhancements, software, source code, catalogues, prints, business applications, plans, writings, and other developments or improvements and all other intellectual property and proprietary rights and any derivative work based thereon made, conceived, or completed by the Company any ideaExecutive, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at others, during the term of his employment, whether or not during working hours, that are within the scope of the Company’s business operations or that relate to any time of the Company’s work or projects (including any and all inventions based wholly or in part upon ideas conceived during his the Executive’s employment with the Company) (the “Inventions”), are the sole and exclusive property of the Company. The Executive further agrees that (1) he will promptly disclose all Inventions to the Company owns any such Creations, and Executive hereby assigns and agrees to assign to the Company all moral present and other future rights he has or may acquire therein have in those Inventions, including without limitation those relating to patent, copyright, trademark or trade secrets; and agrees (2) all of the Inventions eligible under the copyright laws are “work made for hire.” At the request of the Company, the Executive will do all things deemed by the Company to execute be reasonably necessary to perfect title to the Inventions in the Company and to assist in obtaining for the Company such patents, copyrights or other protection as may be provided under law and desired by the Company, including but not limited to executing and signing any and all relevant applications, assignments and or other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Companyinstruments. The Company and will reimburse the Executive understand for reasonable expenses incurred by the Executive as a result of his being required to comply with this Article. 5.2 Notwithstanding the foregoing, pursuant to the Employee Patent Act, Illinois Public Act 83-493, the Company hereby notifies the Executive that the obligation to assign Creations to the Company provisions of this Article V shall not apply to any Creation Inventions for which is developed entirely on his own time without using any of the Company’s no equipment, supplies, facilitiesfacility or trade secret information of the Company was used and which were developed entirely on the Executive’s own time, and/or Confidential Information unless (“Executive Creations”1) unless such Creation the Invention relates (i) relates in any way to the business of the Company, or (ii) to the current actual or demonstrably anticipated research or development of the Company or any of its Affiliated EntitiesCompany, or (ii2) the Invention results in from any way from his work at performed by the Executive for the Company. (ii) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iii) Executive agrees to reasonably cooperate with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company, acting reasonably, may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (ia) Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the CompanyTerm. Executive agrees that the Company owns any such Creations, and Executive hereby assigns and agrees to assign to the Company all moral and other rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company. The Notwithstanding the foregoing provisions of this Section 9, the Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his Executive’s own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“and which does not result from or relate to any work performed by Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities, or (ii) results in any way from connection with his work at employment with the Company. (iib) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iiic) Executive agrees to reasonably cooperate fully with the Company, both during and after his employment with the CompanyTerm, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company, acting reasonably, may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (i) Executive will promptly disclose to the Company Employer any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him her alone or with others at any time during his her employment with the CompanyEmployer. Executive agrees that the Company Employer owns any such Creations, and Executive hereby irrevocably, absolutely, and unconditionally assigns and agrees to assign to the Company Employer all rights, title and interest in and to the Creations or portions thereof, including but not limited to, all copyrights, patents, and other proprietary and intellectual property rights and any and all goodwill associated therewith, as well as all moral and other rights he that Executive has or may acquire therein in and/or to the Creations, or any of them, including but not limited to any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications relating to the Creations. Executive agrees to execute and deliver to Employer any and all applications, assignments and other instruments relating thereto which the Company Employer deems necessary or desirabledesirable in its discretion. These obligations shall continue beyond the termination of his her employment with respect to Creations and derivatives of such Creations conceived or made during his her employment with the CompanyEmployer. The Company Employer and Executive understand that the obligation to assign Creations to the Company Employer shall not apply to any Creation which is developed entirely on his her own time without using any of the CompanyEmployer’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities, Employer; or (ii) results in any way from his her work at the Company. (ii) Employer. In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company Employer or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iii) . Executive agrees to reasonably cooperate with the CompanyEmployer, both during and after his her employment with the CompanyEmployer, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such CreationsCreations covered by Section 9 hereof. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the CompanyEmployer, acting reasonably, may deem necessary or desirable in order to protect its rights and interests in any such Creations. Executive further agrees that if the Company Employer is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company Employer shall be entitled to execute such papers as his her agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company Employer as his her agent and attorney-in-fact to execute any such papers on his her behalf and to take any and all actions as the Company Employer may deem necessary or desirable in order to protect its rights and interests in any such Creations, under the conditions described in this paragraph, all to the exclusion of such Executive’s Creations.

Assignment of Intellectual Property. (i) Executive I agree that I will promptly disclose make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title and interest in and to any original works of authorship (including, without limitation, any copyrights and renewals or extensions thereto relating to the same, including, all rights to reproduce in copies, to prepare derivative works, and to distribute copies to the public by sale or other transfer of ownership), that I submit and invoice for payment to the Company. The Intellectual Property will be the sole and exclusive property of the Company. I further acknowledge that all original works of authorship that are made by me (solely or jointly with others) and submitted and invoiced for payment to the Company are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act. To the extent that any ideaIntellectual Property is not deemed to be work made for hire, inventionthen I will and hereby do assign all my right, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with title and interest in such Intellectual Property to the Company. Executive agrees that Copyright and Other Registrations. I agree to assist the Company owns Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in the Intellectual Property and any such Creationscopyrights, trademarks, domain names or other intellectual property rights relating thereto in any and Executive hereby assigns and agrees to assign all countries, including the disclosure to the Company of all moral pertinent information and other rights he has or may acquire therein data with respect thereto and agrees to execute any and the execution of all applications, specifications, oaths, assignments and other instruments relating thereto which that the Company deems shall deem necessary or desirable. These obligations shall continue beyond the termination of his employment with respect in order to Creations apply for and derivatives of obtain such Creations conceived or made during his employment with the Company. The Company rights and Executive understand that the obligation in order to assign Creations and convey to the Company shall not apply and its successors, assigns and nominees the sole and exclusive right, title and interest in and to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities, or (ii) results in any way from his work at the Company. (ii) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights Intellectual Property and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iii) Executive agrees to reasonably cooperate with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patentstrademarks, trademarks and domain names or other intellectual property rights (both relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the United States and foreign countries) relating to such Creationstermination of this Intellectual Property Agreement. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company, acting reasonably, may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if If the Company is unableunable because of my mental or physical incapacity or for any other reason to secure my assistance in perfecting the rights transferred in this Intellectual Property Agreement, after reasonable effortthen I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to secure Executive’s signature on act for and in my behalf and stead to execute and file any such papers, any officer applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters copyright or other intellectual property registrations with the same legal force and effect as if executed by me. The designation and appointment of the Company and its duly authorized officers and agents as my agent and attorney in fact shall be entitled deemed to execute such papers as his agent be coupled with an interest and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creationstherefore irrevocable.

Assignment of Intellectual Property. a. All right, title and interest (iincluding all Intellectual Property rights of any sort throughout the world) Executive will promptly disclose relating to any and all Deliverables (as defined below) shall be the exclusive property of the Company and the Advisor hereby irrevocably assigns to the Company or its designee any ideaand all right, invention, discovery or improvement, whether patentable or not title and/or interest (“Creations”), conceived or made by him alone or with others at including all Intellectual Property (as defined herein) rights of any time during his employment with sort throughout the Company. Executive agrees world) in and to any Deliverables that the Company owns any such Creations, and Executive hereby assigns and agrees to assign to the Company all moral and other rights he Advisor has or may in the future acquire therein with respect to any Deliverables rendered by the Advisor in connection with or arising from the Services described in this Agreement. To the fullest extent allowable under applicable law all Deliverables shall constitute a “work made for hire” as such term is defined in 17 U.S.C. Section 101 (or equivalent laws or principles elsewhere in the world), made solely for the benefit of Company. In the event that any right, title or interest to any Deliverables, or part thereof, may not, by operation of law, vest in Company or is determined not to be a “work made for hire” for any reason, then Contractor hereby irrevocably conveys, transfers and assigns to Company all right, title and interest, throughout the world and without further consideration, as set forth in this Section 9. As may be requested by the Company from time to time with respect to any Deliverables, the Advisor agrees to execute cooperate fully in the prosecution of any patent application relating to any such Deliverables, at the expense of the Company, which cooperation shall include executing any necessary documents in connection therewith, and the Advisor shall take all applicationsother steps reasonably necessary to enable the Company to obtain, assignments perfect, sustain, and enforce its ownership interest in any Deliverables in accordance with this Section 9 and to obtain and maintain patents, copyrights and other instruments relating thereto which Intellectual Property rights for such Deliverables throughout the world, and the Advisor shall not request nor receive any additional compensation in connection with such cooperation. Advisor’s obligation to assist the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment Advisor’s relationship with the Company. The Company and Executive understand that the obligation Advisor shall promptly disclose all Deliverables to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities, or (ii) results in any way from his work at the Company. (ii) In any jurisdiction in which moral rights cannot be assignedb. For purposes of this Agreement, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of following terms shall have the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iii) Executive agrees to reasonably cooperate with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company, acting reasonably, may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.following meanings:

Assignment of Intellectual Property. (ia) Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the Companyemployment. Executive agrees that the Company owns any such CreationsCreations conceived or made by Executive alone or with others at any time during his employment, and Executive hereby assigns and agrees to assign to the Company all moral and or other rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (ia) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities, ; or (iib) results in any way from his work at the Company. (iib) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iiic) Executive will not assert any rights to any invention, discovery, idea or improvement relating to the business of the Company or any of its Affiliated Entities or to his duties hereunder as having been made or acquired by Executive prior to his work for the Company, except for the matters, if any, described in Exhibit B to this Agreement. (d) During the Term, if Executive incorporates into a product or process of the Company or any of its Affiliated Entities anything listed or described in Exhibit B, the Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to grant and authorize sublicenses) to make, have made, modify, use, sell, offer to sell, import, reproduce, distribute, publish, prepare derivative works of, display, perform publicly and by means of digital audio transmission and otherwise exploit same as part of or in connection with any product, process or machine. (e) Executive agrees to reasonably cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company, acting reasonably, Company may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (i) Executive will promptly disclose to the Company any idea, invention, discovery discovery, or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the Company or while providing services to the Company, P10, or any Affiliated Entity. Executive agrees that the Company owns any such Creations, and Executive hereby assigns and agrees to assign to the Company all moral and other rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company Company, P10, P10 Holdings, or any of its Affiliated Entities, or (ii) results in any way from his work at the Company.. DOCPROPERTY "DocID" \* MERGEFORMAT 4865-1062-1795.1 (ii) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit suit, or other legal proceeding against the Company Company, P10, P10 Holdings, or any of its Affiliated Entities Entity claiming that Executive’s moral rights to the Creations have been violated. (iii) Executive agrees to reasonably cooperate with the Company, P10, and the Affiliated Entities, both during and after his employment with the CompanyTerm, with respect to the procurement, maintenance maintenance, and enforcement of copyrights, patents, trademarks trademarks, and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights rights, and powers of attorney, which the Company, acting reasonably, Company reasonably may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact fact, and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (ia) Executive will promptly disclose Employee agrees to and hereby does grant and assign to the Company any ideainterest in and all rights and title to (including, inventionwithout limitation, discovery rights to patents, copyrights and all other proprietary interests) any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, software, source code, object code, creations, developments, ideas, or improvement, whether patentable or not trade secrets that Employee (“Creations”), conceived or made by him either alone or with others at any time others) makes, creates, conceives, invents, discovers, develops, or reduces to practice during his employment with the Employment Period under the Employment Agreement that (i) relates to the business of the Company or the Company. Executive agrees that the Company owns ’s actual or demonstrably anticipated research or development, (ii) results from any such Creations, and Executive hereby assigns and agrees to assign to the Company all moral and other rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with work Employee performed for the Company. The Company and Executive understand that , or (iii) results from the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any use of the Company’s time, equipment, supplies, facilities, and/or property, trade secrets or other Confidential Information (“Executive CreationsIntellectual Property”) unless ). Any such Creation (i) relates assignment of Intellectual Property shall occur regardless whether or not it is patentable or registrable under copyright or similar statutes or subject to analogous protection. Any such assignment shall be without additional compensation to Employee. Employee acknowledges that she has and shall have no intellectual property or other right, title or interest in or to any way such Intellectual Property. Employee will promptly disclose and deliver such Intellectual Property to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entitiesand, or (ii) results in any way from his work at the Company. (ii) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights request of and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and without charge to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iii) Executive agrees to reasonably cooperate with the Company, both during Employee will do all things deemed by the Company to be reasonably necessary to perfect title to the Intellectual Property in the Company and after his employment with to assist in obtaining for the Company such patents, copyrights or other protection as may be provided under law and desired by the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright executing and signing any and all relevant applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorneyor other instruments. Employee further agrees to provide, which at the Company’s request, acting reasonablydeclarations and affidavits and to give testimony, may deem necessary in depositions, hearings, or desirable trials, in order to protect its support of any of the Company’s rights and interests in hereunder. These obligations continue even after any Creationstermination of the employment relationship. Executive further agrees that if In the event the Company is unable, after reasonable effort, to secure ExecutiveEmployee’s signature on any such papersdocument or documents needed to apply for or prosecute any patent, copyright or other right or protection, for any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive reason whatsoever, Employee hereby irrevocably designates and appoints each officer of the Company and its duly authorized officers and agents as his her agent and attorney-in-fact to act for and on her behalf to execute and file any such papers on his behalf application or other document and to take do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or similar protections thereon with the same legal force and effect as if executed by her. (b) Employee acknowledges that all original works of authorship, including, without limitation, software, manuals and documentation, that have been or may be created by Employee during and within the scope of employment are and shall be “works-for-hire” and the sole property of the Company. (c) Notwithstanding any provision of this Agreement, Employee understands and all actions as agrees that Employee is not being required to assign, and will not be deemed to have assigned, the Company may deem necessary following: (i) any inventions that the Employee developed entirely on her own time without using the Company’s equipment, supplies, facilities, or desirable in order trade secret information except for those inventions that either: (1) relate at the time of conception or reduction to protect its rights and interests in any Creations, under practice of the conditions described in this paragraph, all invention to the exclusion Company’s business, or actual or demonstrably anticipated research or development of Executive’s Creationsthe Company; or (2) result from any work performed by the Employee for the Company. (ii) Inventions, developments and intangible interests and properties (i.e., patents, patent applications, intellectual property, copyrights, trade secrets, and trademarks) that Employee made prior to starting employment with the Company. To avoid any uncertainty, Employee agrees to set forth as an Exhibit to this Agreement, any inventions, developments and intangible interests that she owns or has an interest in at the time of execution of this Agreement.

Assignment of Intellectual Property. The Employee acknowledges and agrees that any Intellectual Property prepared, produced, developed, or acquired at the Employee's direction or by the Employee, whether or not conceived or made during normal working hours and whether or not the Employee is specifically instructed to make or develop the same which: (ia) Executive may be reasonably expected to be used in a product or service of the Company or an Affiliate of the Company, or a product or service similar to a product or service of the Company or an Affiliate of the Company; (b) results from work that the Employee has been assigned as part of the Employee's duties as an employee of the Company; (c) is in an area of technology which is the same or substantially related to the areas of technology with which the Employee is involved in the performance of the Employee's duties for the Company; or (d) is useful, or which the Company reasonably expects may be useful, in any service or manufacturing or product design process of the Company or an Affiliate of the Company and all patent rights and copyrights to such Intellectual Property, if any, will promptly disclose be the property of the Company, and the Employee hereby irrevocably assigns to the Company all of the Employee's rights to all Intellectual Property. If the Employee conceives of any ideaideas, inventionincluding but not limited to any Intellectual Property ("Ideas") during the term of this Agreement for which there is a reasonable basis to believe that the Ideas are Intellectual Property or may be Intellectual Property, discovery or improvementthe Employee will promptly provide a written description of the conceived Ideas to the Company to allow evaluation and a determination by the Company as to whether the Ideas are Intellectual Property. Both before and after any termination of this Agreement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the request of the Company. Executive agrees that , the Employee will promptly execute and deliver to the Company, at the cost of the Company, such further documents and assurances and take such further actions as the Company owns any such Creations, and Executive hereby assigns and agrees may from time to time request in order to more effectively assign to the Company all moral and other the rights he has or may acquire therein and agrees of the Employee to execute all Intellectual Property. Without limiting the generality of the foregoing, the Employee will assist the Company, at the cost of the Company, to obtain for its benefit, patents for the Intellectual Property in any and all applications, assignments countries and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of will provide such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities, or (ii) results in any way from his work at the Company. (ii) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iii) Executive agrees to reasonably cooperate with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company, acting reasonably, may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions assistance as the Company may deem necessary or desirable in order to protect its rights and interests request in any Creationslegal or other proceeding relating to any Intellectual Property. If such assistance is required after any termination of this Agreement, under the conditions described in this paragraph, all Company will pay to the exclusion of Executive’s CreationsEmployee reasonable compensation for the Employee's time.

Assignment of Intellectual Property. (i) Executive will promptly disclose to the Company Employer any idea, invention, discovery discovery, or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the CompanyEmployer. Executive agrees that the Company Employer owns any such Creations, and Executive hereby irrevocably, absolutely, and unconditionally assigns and agrees to assign to the Company Employer all rights, title and interest in and to the Creations or portions thereof, including but not limited to, all copyrights, patents, and other proprietary and intellectual property rights and any and all goodwill associated therewith, as well as all moral and other rights he that Executive has or may acquire therein in and/or to the Creations, or any of them, including but not limited to any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications relating to the Creations. Executive agrees to execute and deliver to Employer any and all applications, assignments and other instruments relating thereto which the Company Employer deems necessary or desirabledesirable in its discretion. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the CompanyEmployer. The Company Employer and Executive understand that the obligation to assign Creations to the Company Employer shall not apply to any Creation which is developed entirely on his own time without using any of the CompanyEmployer’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities, Employer; or (ii) results in any way from his work at the Company. (ii) Employer. In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Company Employer or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. (iii) . Executive agrees to reasonably cooperate with the CompanyEmployer, both during and after his employment with the CompanyEmployer, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks trademarks, and other intellectual property rights (both in the United States and foreign countries) relating to such CreationsCreations covered by Section 9 hereof. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the CompanyEmployer, acting reasonably, may deem necessary or desirable in order to protect its rights and interests in any such Creations. Executive further agrees that if the Company Employer is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company Employer shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company Employer as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company Employer may deem necessary or desirable in order to protect its rights and interests in any such Creations, under the conditions described in this paragraph, all to the exclusion of such Executive’s Creations.

Assignment of Intellectual Property. (ia) Executive will promptly disclose to the Company any idea, invention, discovery discovery, or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment with the Company or while providing services to the Company, P10, or any Affiliated Entity. Executive agrees that the Company owns any such Creations, and Executive hereby assigns and agrees to assign to the Company all moral and other rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s, P10’s, or any Affiliated Entity’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Company Company, P10, or any of its Affiliated Entities, or (ii) results in any way from his employment with the Company or work at the Company.for P10 or any Affiliated Entities. KL3 3722779.5 (iib) In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit suit, or other legal proceeding against the Company or any of its Affiliated Entities Entity claiming that Executive’s moral rights to the Creations have been violated. (iiic) Executive agrees to reasonably cooperate with the Company, P10, and the Affiliated Entities, both during and after his employment with the Company, with respect to the procurement, maintenance maintenance, and enforcement of copyrights, patents, trademarks trademarks, and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights rights, and powers of attorney, which the Company, acting reasonably, Company reasonably may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact fact, and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.

Assignment of Intellectual Property. (ia) Executive You will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him You alone or with others at any time during his employment with the CompanyYour employment. Executive agrees You agree that the Company owns any such Creations, conceived or made by You alone or with others at any time during Your employment, and Executive You hereby assigns assign and agrees agree to assign to the Company all moral and or other rights he has You have or may acquire therein and agrees agree to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his Your employment with respect to Creations and derivatives of such Creations conceived or made during his Your employment with the Company. The Company and Executive You understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his Your own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (ia) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities, ; or (iib) results in any way from his Your work at the Company. (iib) In any jurisdiction in which moral rights cannot be assigned, Executive You hereby waives waive any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive You may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants covenant and agrees agree not to bring any claim, suit or other legal proceeding against the Company or any of its Affiliated Entities claiming that Executive’s Your moral rights to the Creations have been violated. (iiic) Executive agrees You will not assert any rights to reasonably any invention, discovery, idea or improvement relating to the business of the Company or any of its Affiliated Entities or to Your duties hereunder as having been made or acquired by You prior to Your work for the Company, except for the matters, if any, described in Exhibit B to this Agreement. (d) During the Term, if You incorporate into a product or process of the Company or any of its Affiliated Entities anything listed or described in Exhibit B, the Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to grant and authorize sublicenses) to make, have made, modify, use, sell, offer to sell, import, reproduce, distribute, publish, prepare derivative works of, display, perform publicly and by means of digital audio transmission and otherwise exploit as part of or in connection with any product, process or machine. (e) You agree to cooperate fully with the Company, both during and after his Your employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive You shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company, acting reasonably, Company may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive You further agrees agree that if the Company is unable, after reasonable effort, to secure Executive’s Your signature on any such papers, any officer of the Company shall be entitled to execute such papers as his Your agent and attorney-in-fact and Executive You hereby irrevocably designates designate and appoints appoint each officer of the Company as his Your agent and attorney-in-fact to execute any such papers on his Your behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph, all to the exclusion of Executive’s Creations.