Common use of Detailed Terms Clause in Contracts

Detailed Terms. Irrevocable, exclusive and unconditional nature All transfers, licenses and waivers given or made under this Agreement are exclusive irrevocable and unconditional by nature. Scope of transfer The assignment of IPR to Work Results by the Assignor to the Company under the Outlined Terms includes the transfer to the Company of all author’s economic rights (as defined in the copyright laws) with respect to any Work Results. By such transfer the Assignor grants the Company also the right to apply for the registration, in any part of the world, of a patent or an utility model or an industrial design or any other type of registrable right with respect to any Work Results. and to become the unrestricted owner of such rights. Scope of license Without prejudice to the generality of the Outlined Terms, by the license granted by the Assignor to the Company under the Outlined Terms the Assignor grants to the Company also an exclusive, transferable, sub-licensable, fully paid-up, worldwide and unlimited right (license) to use and exploit the author’s moral rights (as defined in the copyright laws) with respect to Work Results in the following manner (and the Assignor shall use the respective rights in the following manner) for the whole period of validity of the respective rights: right of authorship: the Assignor shall not appear in the public as the creator of the Work Results and claim the recognition of the fact of creation of the Work Results without the prior written approval of the Company; right of author’s name: the Assignor grants to the Company the right to decide whether and in which manner to designate the author’s name in the use of the Work Results, including the right to use the Work Results without showing the author’s name; right of integrity: the Assignor grants to the Company the right to make itself and allow any other person to make any changes, modifications, developments and translations to the Work Results without any further consent of the Assignor required; the Assignor shall not make changes to the Work Results, except as may be required to perform his obligations to the Company; right of additions: the Assignor grants to the Company to make itself and allow any other person to add other authors’ works to the Work Results without any further consent of the Assignor required; right of disclosure: the Assignor grants to the Company the right to decide whether and when the Work Results will be made public; right of supplementation: the Assignor grants to the Company the right to supplement itself and allow other persons to supplement the Work Results without any further consent of the Assignor required; the Assignor shall not supplement the Work Results, except as may be required to perform his obligations to the Company; right to withdraw: the Assignor grants the Company the right to request that the use of Work Results be terminated; the Assignor hereby waives such right.

Detailed Terms. Irrevocable, exclusive and unconditional nature All transfers, licenses and waivers given or made under Definitions In this Agreement are exclusive irrevocable and unconditional by nature. Scope of transfer The assignment of IPR to Work Results the following capitalized terms have the following meanings: “Corporate Resolutions” resolutions adopted by the Assignor Shareholders in accordance with Articles of Association and applicable laws and, if the Company has a Supervisory Board, resolutions adopted by the Supervisory Board in accordance with Articles of Association and applicable laws “Group Company” the Company and any of its subsidiaries or parent undertakings from time to time. “Internal Regulations” rules, procedures, regulations, by-laws and other internal documents of the Company which apply to the Management Board “Management Board” management board of the Company “Shareholders” shareholders of the Company “Shareholders Agreement” any shareholders agreement relating to the Company under the Outlined Terms includes the transfer to entered into between shareholders whose shares represent at least 75% of all shares of the Company “Supervisory Board” supervisory board of all author’s economic rights (as defined in the copyright laws) with respect to any Work Results. By such transfer the Assignor grants the Company also the right to apply Your general obligations In performing Your obligations, You must: perform all acts necessary for the registration, in any part management of the worldCompany, of a patent or an utility model or an industrial design or any other type of registrable right with respect to any Work Results. adopt necessary management decisions and to become organise the unrestricted owner of such rights. Scope of license Without prejudice to the generality of the Outlined Terms, by the license granted by the Assignor to the Company under the Outlined Terms the Assignor grants to the Company also an exclusive, transferable, sub-licensable, fully paid-up, worldwide and unlimited right (license) to use and exploit the author’s moral rights (as defined in the copyright laws) with respect to Work Results in the following manner (and the Assignor shall use the respective rights in the following manner) for the whole period of validity of the respective rights: right of authorship: the Assignor shall not appear in the public as the creator of the Work Results and claim the recognition of the fact of creation of the Work Results without the prior written approval daily business of the Company; right represent the Company according to the Articles of author’s name: Association, Corporate Resolutions and Internal Regulations; duly cooperate with other members of the Assignor grants Management Board and the Supervising Body; take all actions on Your part to ensure that (a) all management decisions that are necessary or desirable for the daily business of the Company are adopted and executed in a timely manner and operatively and that (b) You and other members of the Management Board are fully informed of the daily business activities of the Company, the financial situation of the Company and other material events and circumstances that are important to the Company and its business. Duty of care You must perform Your obligations with due diligence and skill and care which a reasonable and experienced person in Your Position would exercise under the right circumstances. In particular You must: always act according to decide whether Your best professional knowledge, abilities and experience for the benefit and in which manner to designate the author’s name in the use best interest of the Work ResultsCompany and avoid conflicts of interest (loyalty obligation); apply good and generally recognised management skills and diligence of a reputable entrepreneur for the maximum benefit of the Company; be at all times duly informed of the daily business activities of the Company, including the right to use financial situation of the Work Results without showing the author’s name; right of integrity: the Assignor grants Company and other material events and circumstances that are important to the Company and its business and base Your actions and management decisions on such information; evaluate the right risks related to make itself particular management decisions or actions and allow any other person their alternatives, establish the feasibility of such decisions and actions and base respective management decisions and actions on the results of such evaluation; comply with applicable laws and ensure that the Company complies with such laws; avoid causing damage to make any changes, modifications, developments third persons and translations to the Work Results without any further consent of the Assignor required; the Assignor shall not make changes to the Work Results, except as may be required to perform his obligations to the Company; right of additions: the Assignor grants to the Company to make itself and allow any other person to add other authors’ works to the Work Results without any further consent of the Assignor required; right of disclosure: the Assignor grants to the Company the right to decide whether and when the Work Results will be made public; right of supplementation: the Assignor grants to the Company the right to supplement itself and allow other persons to supplement the Work Results without any further consent of the Assignor required; the Assignor shall not supplement the Work Results, except as may be required to perform his obligations to the Company; right to withdraw: the Assignor grants the Company the right to request that the use of Work Results be terminated; the Assignor hereby waives such right.

Detailed Terms. Irrevocable, exclusive and unconditional nature All transfers, licenses and waivers given or made under Definitions In this Agreement are exclusive irrevocable and unconditional by nature. Scope of transfer The assignment of IPR to Work Results the following capitalized terms shall have the following meanings: “Corporate Resolutions” resolutions adopted by the Assignor Shareholders in accordance with Articles of Association and applicable laws and, if the Company has a Supervisory Board, resolutions adopted by the Supervisory Board in accordance with Articles of Association and applicable laws “Group Company” the Company and any of its subsidiaries or parent undertakings from time to time. “Internal Regulations” rules, procedures, regulations, by-laws and other internal documents of the Company which apply to the Management Board “Management Board” management board of the Company “Shareholders” shareholders of the Company “Shareholders Agreement” any shareholders agreement relating to the Company under entered into between shareholders whose shares represent at least 75% of all shares of the Company “Supervising Body” defined in Outlined Terms includes the transfer to “Supervisory Board” supervisory board of the Company of Your general obligations In performing your obligations, You shall: perform all author’s economic rights (as defined in the copyright laws) with respect to any Work Results. By such transfer the Assignor grants the Company also the right to apply acts necessary for the registration, in any part management of the worldCompany, of a patent or an utility model or an industrial design or any other type of registrable right with respect to any Work Results. adopt necessary management decisions and to become organise the unrestricted owner of such rights. Scope of license Without prejudice to the generality of the Outlined Terms, by the license granted by the Assignor to the Company under the Outlined Terms the Assignor grants to the Company also an exclusive, transferable, sub-licensable, fully paid-up, worldwide and unlimited right (license) to use and exploit the author’s moral rights (as defined in the copyright laws) with respect to Work Results in the following manner (and the Assignor shall use the respective rights in the following manner) for the whole period of validity of the respective rights: right of authorship: the Assignor shall not appear in the public as the creator of the Work Results and claim the recognition of the fact of creation of the Work Results without the prior written approval daily business of the Company; right represent the Company according to the Articles of author’s name: Association and Internal Regulations; duly cooperate with other members of the Assignor grants Management Board and the Supervising Body; take all actions on Your part to procure that (a) all management decisions that are necessary or desirable for the daily business of the Company are adopted and executed in a timely manner and operatively and that (b) You and other members of the Management Board are fully informed of the daily business activities of the Company, the financial situation of the Company and other material events and circumstances that are important to the Company and its business. Duty of care You shall perform your obligations with due diligence and skill and care which a reasonable and experienced person in your Position would exercise under the right circumstances. In particular You shall: always act according to decide whether your best professional knowledge, abilities and experience for the benefit and in which manner to designate the author’s name in the use best interest of the Work ResultsCompany and avoid conflicts of interest (loyalty obligation); apply good and generally recognised management skills and diligence of a reputable entrepreneur for the maximum benefit of the Company; be at all times duly informed of the daily business activities of the Company, including the right to use financial situation of the Work Results without showing the author’s name; right of integrity: the Assignor grants Company and other material events and circumstances that are important to the Company and its business and base Your actions and management decisions on such information; evaluate the right risks related to make itself particular management decisions or actions and allow their alternatives, establish the feasibility of such decisions and actions and base respective management decisions and actions on the results of such evaluation; comply with applicable laws and procure that the Company complies with such laws; avoid causing damage to third persons and the Company. Instructions of Supervising Body The fact that your management decision or other act is based on a decision, order or instruction given by Supervising Body does not exempt You from Your obligations under section 2.3.1 and You shall be required to: evaluate such decision, order or instruction as set out in section 2.3.1; notify Supervising Body of any other person circumstances and risks that may induce the Supervising Body to make any changeschange the decision, modificationsorder or instruction and explain why such a change is reasonable; notify the Supervising Body immediately if, developments and translations to in your reasonable opinion, the Work Results without any further consent decision order or instruction adopted by respective organ is or may be illegal or invalid. You shall ensure that all material management decisions or acts of the Assignor required; Management Board are properly documented and recorded in a way that allows to establish the Assignor shall not make changes to the Work Resultsdate, except as may be required to perform his obligations to the Company; right of additions: the Assignor grants to the Company to make itself substance and allow any other person to add other authors’ works to the Work Results without any further consent motives of the Assignor required; right of disclosure: the Assignor grants to the Company the right to decide whether and when the Work Results will be made public; right of supplementation: the Assignor grants to the Company the right to supplement itself and allow other persons to supplement the Work Results without any further consent of the Assignor required; the Assignor shall not supplement the Work Results, except as may be required to perform his obligations to the Company; right to withdraw: the Assignor grants the Company the right to request that the use of Work Results be terminated; the Assignor hereby waives such rightdecision or act in question.