Common use of Inventions and Improvements Clause in Contracts

Inventions and Improvements. The Executive acknowledges that all ideas, discoveries, inventions and improvements which are made, conceived or reduced to practice by the Executive and every item of knowledge relating to the Company’s business interests (including potential business interests) gained by the Executive during the Employment Term are the sole and absolute property of the Company, and the Executive shall promptly disclose and hereby irrevocably assigns all his right, title and interest in and to all such ideas, discoveries, inventions, improvements and knowledge to the Company for its sole use and benefit, without additional compensation, and shall communicate to the Company, without cost or delay, and without publishing the same, all available information relating thereto. The Executive also hereby waives all claims to moral rights in any such ideas, discoveries, inventions, improvements and knowledge. The provisions of this Section 7 shall apply whether such ideas, discoveries, inventions or knowledge are conceived, made, gained or reduced to practice by the Executive alone or with others, whether during or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the specific realm of the Executive’s duties. Any of the Executive’s ideas, discoveries, inventions and improvements relating to the Company’s business interests or potential business interests and conceived, made or reduced to practice during the Severance Period shall for the purpose of this Agreement, be deemed to have been conceived, made or reduced to practice before the end of the Employment Term. The Executive shall, upon request of the Company, and without further compensation by the Company but at the expense of the Company, at any time during or after his employment with the Company, sign all instruments and documents requested by the Company and otherwise cooperate with the Company and take any actions which are or may be necessary to protect the Company’s right to such ideas, discoveries, inventions, improvements and knowledge, including applying for, obtaining and enforcing patents, copyrights and trademark registrations thereon in any and all countries. To the extent this section shall be construed in accordance with the laws of any state which precludes a requirement to assign certain classes of inventions made by an employee, this Section shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes.

Inventions and Improvements. The Executive acknowledges that shall promptly communicate to the Company all ideas, discoveries, inventions and business opportunities which are or may be useful to the Company or its business. Executive acknowledges that all such ideas, discoveries, inventions, and improvements which heretofore have been or are hereafter made, conceived conceived, or reduced to practice by him at any time during his employment with the Executive Company and every item of knowledge relating to the Company’s business interests (including potential business interestsopportunities) heretofore or hereafter gained by him at any time during his employment with the Executive during the Employment Term Company are the sole and absolute property of the Company, and the Executive shall promptly disclose and hereby irrevocably assigns all his right, title and interest in and to all such ideas, discoveries, inventions, improvements improvements, and knowledge to the Company for its sole use and benefit, without additional compensation, and shall communicate to the Company, without cost or delay, and without publishing the same, all available information relating thereto. The Executive also hereby waives all claims to moral rights in any provisions of this Section 5.2 shall apply whether such ideas, discoveries, inventions, improvements and knowledge. The provisions of this Section 7 shall apply whether such ideas, discoveries, inventions or knowledge were or are conceived, made, made or gained or reduced to practice by the Executive him alone or with others, whether during or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the specific realm of the Executive’s his duties. Any of the Executive’s It shall be conclusively presumed that ideas, discoveries, inventions inventions, and improvements relating to the Company’s business interests or potential business interests and conceived, made or reduced to practice conceived by Executive during the Severance Period shall six month period following termination of his employment are, for the purpose purposes of this Agreement, be deemed conceived prior to have been conceived, made or reduced to practice before the end termination of the Employment Termhis employment hereunder. The Executive shall, upon request of the Company, and without further compensation by the Company but at the no expense of the Companyto Executive, at any time during or after his employment with the Company, sign all instruments and documents reasonably requested by the Company and otherwise cooperate with the Company and take any actions which are or may be necessary to protect the Company’s its right to such ideas, discoveries, inventions, improvements improvements, and knowledge, including applying for, obtaining obtaining, and enforcing patents, patents and copyrights and trademark registrations thereon in any and all countries. To the extent this section shall be construed in accordance with the laws of any state which precludes a requirement to assign certain classes of inventions made by an employee, this Section shall be interpreted not to apply to any invention which a court rules and/or such countries as the Company agrees falls within such classesshall determine.

Inventions and Improvements. The Executive acknowledges that all ideashereby assigns, discoveries, inventions and improvements which are made, conceived or agrees to assign (when first reduced to practice by the Executive and every item of knowledge relating or first fixed in a tangible medium, as applicable), to the CompanyCompany all of Executive’s business interests (including potential business interests) gained by the Executive during the Employment Term are the sole and absolute property of the Company, and the Executive shall promptly disclose and hereby irrevocably assigns all his right, title and interest (to the extent not already owned by the Company as a work for hire or otherwise), without further consideration, free from any claim, lien for balance due, or rights of retention, in and to and any all such ideasIntellectual Property. “Intellectual Property” means all patents, discoveriestrademarks, copyrights, and trade secrets, including without limitation, writings, inventions, improvements and knowledge to the Company for its sole use and benefitimprovements, without additional compensationprocesses, and shall communicate to the Companyprocedures, without cost ideas and/or techniques, whether or delaynot patentable or registerable under copyright or similar statutes, and without publishing the samewhich Executive may have made, all available information relating thereto. The Executive also hereby waives all claims to moral rights in any such ideas, discoveries, inventions, improvements and knowledge. The provisions of this Section 7 shall apply whether such ideas, discoveries, inventions or knowledge are conceived, madediscovered, gained developed, learned or reduced to practice by the practice, or which Executive alone may make, conceive, discover, develop, learn or reduce to practice, either solely or jointly with others, whether during any other person or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the specific realm of the Executive’s duties. Any of the Executive’s ideas, discoveries, inventions and improvements relating to the Company’s business interests or potential business interests and conceived, made or reduced to practice during the Severance Period shall for the purpose of this Agreement, be deemed to have been conceived, made or reduced to practice before the end of the Employment Term. The Executive shall, upon request of the Company, and without further compensation by the Company but at the expense of the Companypersons, at any time during or after his employment with the Company, sign all instruments whether or not during working hours and documents requested whether or not at the request or upon the suggestion of the Company, which (i) are related or relate to or are useful in connection with any business previously, now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, (ii) resulted or result from any work performed by Executive for the Company or any of its clients; or (iii) resulted or result from the use of the premises or personal property (whether tangible or intangible) owned, leased, or contracted for by the Company, in each case whether or not the Intellectual Property was reduced to drawing, written description, documentation, models or other tangible form, or is related to the general line of business engaged in by the Company. Executive acknowledges that any Intellectual Property relating to Executive’s activities while working for the Company and otherwise cooperate that Executive has, solely or jointly with any other person or persons, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice within 12 months after termination of Executive’s employment with the Company may have been conceived in significant part while employed by the Company. Accordingly, Executive agrees that such Intellectual Property shall be presumed to have been conceived during Executive’s employment with the Company and take is to be assigned to the Company in accordance with this Agreement unless and until Executive has established the contrary. Executive acknowledges that all Intellectual Property that is an original work of authorship made by Executive (solely or jointly with any actions which are other person or may persons) in the course of Executive’s employment and is protectable by copyright shall be necessary owned exclusively by the Company as a “work made for hire” within the meaning of the Copyright Act of 1976, as amended (the “Act”). Executive agrees that he shall make full disclosure to protect the Company’s right to Company of all such ideas, discoverieswritings, inventions, improvements improvements, processes, procedures and knowledgetechniques, including applying forand shall do everything necessary or desirable to vest, obtaining and enforcing patentsfrom time to time enforce, copyrights the absolute title thereto in the Company. Executive’s obligations to assist the Company shall include, without being limited to, Executive’s writing and trademark registrations thereon preparation of all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques, and otherwise aiding and assisting the Company so that the Company can prepare and present applications for copyright or letters patent therefor and can secure such copyright or wherever possible, continuations, continuations-in-part, divisionals, reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Executive’s obligations to assist Company shall survive termination of this Agreement and continue until the expiration of the last available protection obtained on the Intellectual Property developed during the Executive’s term of employment. Executive shall not be entitled to any additional or special compensation or reimbursement regarding any and all countriessuch writings, inventions, improvements, processes, procedures and techniques. To If the extent this section shall be construed Company is unable, after reasonable effort, to obtain Executive’s full cooperation and secure Executive’s signature on any document needed in accordance connection with the laws actions specified in this Section, whether because of Executive’s physical or mental incapacity or for any other reason whatsoever, Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney-in-fact, to act for Executive and on his behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section with the same legal force and effect as if personally executed by Executive. Executive hereby waives and quitclaims to the Company any and all claims, of any state nature whatsoever, which precludes a requirement Executive now or may hereafter have for infringement of any Intellectual Property assigned or to assign certain classes of inventions made by an employee, this Section shall be interpreted not assigned hereunder to apply to any invention which a court rules and/or the Company agrees falls within such classesCompany.

Inventions and Improvements. The Executive acknowledges that all ideasAll original designs, memoranda, data, discoveries, inventions software, copyrightable works, inventions, and improvements which are madeinnovations of every description whether patentable or unpatentable, conceived made by or reduced to practice by for Executive in the Executive performance of his duties under this Agreement (the “Work Product”) shall be promptly communicated to, and every item of knowledge relating to shall become the Company’s business interests (including potential business interests) gained by the Executive during the Employment Term are the sole and absolute exclusive property of the CompanyCompany to which it relates upon creation. Executive shall perform all lawful acts requested by the Company (i) to perfect the Companies’ title therein and (ii) where applicable, to enable the Company or its nominee to obtain and maintain copyright, mask work, patent or other legal protection thereon anywhere in the world. Upon termination of this Agreement, all tangible embodiments of Work Product not already in possession of the Companies shall be immediately delivered to the Companies. Notwithstanding the foregoing, the Work Product shall not include any “Commonly Used Materials,” but the Companies shall have the right to make, use, duplicate, modify, make derivative works of, sell and distribute Commonly Used Materials. For purposes of this Agreement, “Commonly Used Materials” shall mean any know-how of Executive in existence prior to the effective date of this Agreement, and any techniques, designs or patterns that are commonly used in Executive’s industry or otherwise are in common use. If Executive will fail to make or refuse to make an assignment to the Executive shall promptly disclose Companies of any Work Product, the Companies will have the authority, and hereby irrevocably assigns all his this Agreement will operate to give the Companies authority to execute, seal and deliver, as the act of Executive, any license, any license agreement, contract, assignment or other instrument in writing that may be necessary or proper to convey to the Companies the entire right, title and interest in and to all such ideasthe Work Product. Executive hereby agrees to hold the Companies and its assigns harmless by reason of the Companies’ acts pursuant to this paragraph. Executive further agrees that, discoveries, inventions, improvements and knowledge to during the Company for its sole use and benefit, without additional compensation, and shall communicate to the Company, without cost or delay, and without publishing the same, all available information relating thereto. The Executive also hereby waives all claims to moral rights in any such ideas, discoveries, inventions, improvements and knowledge. The provisions term of this Section 7 shall apply whether such ideas, discoveries, inventions or knowledge are conceived, made, gained or reduced to practice by the Executive alone or with others, whether during or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), Agreement and whether or not within the specific realm of the Executive’s duties. Any of the Executive’s ideas, discoveries, inventions and improvements relating to the Company’s business interests or potential business interests and conceived, made or reduced to practice during the Severance Period shall for the purpose of this Agreement, be deemed to have been conceived, made or reduced to practice before the end of the Employment Term. The Executive shall, upon request of the Company, and without further compensation by the Company but at the expense of the Company, at any time during or after his employment with thereafter whenever reasonably necessary for the Companyprotection of the Companies, sign all instruments and documents requested by the Company and otherwise he will cooperate with the Company Companies and take its counsel in the prosecution and/or defense of any actions litigation at the cost of the Companies which are or may be necessary to protect the Company’s right to such ideas, discoveries, inventions, improvements and knowledge, including applying for, obtaining and enforcing patents, copyrights and trademark registrations thereon arise in any and all countries. To the extent this section shall be construed in accordance connection with the laws of Work Product, without any state which precludes a requirement liability or cost to assign certain classes of inventions made by an employee, this Section shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classesExecutive.

Inventions and Improvements. The Executive acknowledges that Any and all ideas, discoveries, inventions and improvements which are made, conceived or reduced to practice by the Executive and every item of knowledge relating to the Company’s business interests (including potential business interests) gained by the Executive during the Employment Term are the sole and absolute property of the Company, and the Executive shall promptly disclose and hereby irrevocably assigns all his right, title and interest in and to all such ideas, discoverieswritings, inventions, improvements and knowledge to improvements, processes, procedures, ideas and/or techniques which the Company for its sole use and benefitEmployee may have made, without additional compensation, and shall communicate to the Company, without cost or delay, and without publishing the same, all available information relating thereto. The Executive also hereby waives all claims to moral rights in any such ideas, discoveries, inventions, improvements and knowledge. The provisions of this Section 7 shall apply whether such ideas, discoveries, inventions or knowledge are conceived, madediscovered or developed, gained or reduced to practice by the Executive alone which Employee may make, conceive, discover or develop, either solely or jointly with others, whether during any other person or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the specific realm of the Executive’s duties. Any of the Executive’s ideas, discoveries, inventions and improvements relating to the Company’s business interests or potential business interests and conceived, made or reduced to practice during the Severance Period shall for the purpose of this Agreement, be deemed to have been conceived, made or reduced to practice before the end of the Employment Term. The Executive shall, upon request of the Company, and without further compensation by the Company but at the expense of the Companypersons, at any time during or after the term of his employment with the Company, sign all instruments whether or not during working hours and documents requested whether or not at the request or upon the suggestion of the Company, which (i) related or relate to or are useful in connection with any Business previously, now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, (ii) resulted or result from any work performed by the Employee for the Company or any of its clients; or (iii) resulted or result from the use of the premises or personal property (whether tangible or intangible) owned, leased, or contracted for by the Company (collectively, the “Work Product”), the Employee hereby agrees that any Work Product shall be the property of the Company and, if subject to copyright, shall be considered a “work made for hire” within the meaning of the Copyright Act of 1976, as amended (the “Act”). If and to the extent that any such Work Product is found as a matter of law not to be a “work made for hire” within the meaning of the Act, the Employee hereby expressly assigns to the Company all of his right, title, and interest in and to the Work Product, and all copies thereof, and the copyright, patent, trademark, trade secret, and all other proprietary rights in the Work Product, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of the Employee. The Employee agrees that he shall make full disclosure to the Company of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in the Company. The Employee shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise cooperate with aid and assist the Company so that the Company can prepare and present applications for copyright or Letters Patent therefore and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. In the event that the Company is unable, after reasonable effort, to secure my signature on any letters patent, copyright, or other analogous protection relating to Work Product, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, Employee hereby irrevocably designates and appoints the Company and take its duly authorized officers and agents as my agent and attorney-in-fact, to act for and on my behalf to execute and file any actions which are such application or may be necessary applications and to protect do all other lawfully permitted acts to further the Company’s right to such ideasprosecution and issuance of letters patent, discoveries, inventions, improvements copyright and knowledge, including applying for, obtaining and enforcing patents, copyrights and trademark registrations thereon in any and all countries. To the extent this section shall be construed in accordance other analogous protection with the laws of any state which precludes a requirement to assign certain classes of inventions made same legal force and effect as if personally executed by an employee, this Section shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classesEmployee .

Inventions and Improvements. The During the Term of Executive's employment, Executive shall promptly communicate to the Company all ideas, discoveries and inventions which are or may be useful to the Company or its business. Executive acknowledges that all ideas, discoveries, inventions inventions, and improvements which are made, conceived conceived, or reduced to practice by the Executive and every item of knowledge relating to the Company’s 's business interests (including potential business interests) gained by the Executive during the Employment Term his employment are the sole and absolute property of the Company, and the Executive shall promptly disclose and hereby irrevocably assigns all his right, title and interest in and to all such ideas, discoveries, inventions, improvements improvements, and knowledge to the Company for its sole use and benefit, without additional compensation, and shall communicate to the Company, without cost or delay, and without publishing the same, all available information relating thereto. The Executive also hereby waives all claims to moral rights in any provisions of this Section shall apply whether such ideas, discoveries, inventions, improvements and knowledge. The provisions of this Section 7 shall apply whether such ideas, discoveries, inventions or knowledge are conceived, made, made or gained or reduced to practice by the Executive alone or with others, whether during or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the specific realm of the Executive’s 's duties. Any of the Executive’s ideas, discoveries, inventions and improvements relating to the Company’s business interests or potential business interests and conceived, made or reduced to practice during the Severance Period shall for the purpose of this Agreement, be deemed to have been conceived, made or reduced to practice before the end of the Employment Term. The Executive shall, upon the request of the Company, and without further compensation by the Company but at the expense of the Company, at any time during or after his employment with the Company, sign all instruments and documents requested by the Company and otherwise cooperate with the Company and take any actions which are or may be necessary to protect the Company’s its right to such ideas, discoveries, inventions, improvements improvements, and knowledge, including applying for, obtaining obtaining, and enforcing patentspatents and copyrights thereon. In the event the Company is unable, copyrights after reasonable effort, to secure Executive's signature on any document reasonably necessary or appropriate for any of the foregoing purposes, whether because of physical or mental incapacity or for any other reason whatsoever, Executive hereby irrevocably designates and trademark registrations thereon in appoints the Company and its duly authorized officers and agents as Executive's agent and attorney-in-fact, to act on his behalf to execute and file any such document and to do all countries. To other lawfully permitted acts to further the extent this section shall be construed in accordance prosecution and issuance of any such patent, copyright and other analogous protection with the laws of any state which precludes a requirement to assign certain classes of inventions made same legal force and effect as if executed by an employee, this Section shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classesExecutive.

Inventions and Improvements. The Executive acknowledges that Employee hereby agrees to assign the entire right and interest without further consideration, free from any claim, lien for balance due, or rights of retention to all ideaspatents, discoveriestrademarks, inventions and improvements which are made, conceived or reduced to practice by the Executive and every item of knowledge relating to the Company’s business interests (including potential business interests) gained by the Executive during the Employment Term are the sole and absolute property of the Companycopyrights, and the Executive shall promptly disclose and hereby irrevocably assigns all his righttrade secrets, title and interest in and to all such ideasincluding without limitation, discoverieswritings, inventions, improvements and knowledge to the Company for its sole use and benefitimprovements, without additional compensationprocesses, and shall communicate to the Companyprocedures, without cost or delayideas and/or techniques which Employee may have made, and without publishing the same, all available information relating thereto. The Executive also hereby waives all claims to moral rights in any such ideas, discoveries, inventions, improvements and knowledge. The provisions of this Section 7 shall apply whether such ideas, discoveries, inventions or knowledge are conceived, madediscovered or developed, gained or reduced to practice by the Executive alone which Employee may make, conceive, discover or develop, either solely or jointly with others, whether during any other person or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the specific realm of the Executive’s duties. Any of the Executive’s ideas, discoveries, inventions and improvements relating to the Company’s business interests or potential business interests and conceived, made or reduced to practice during the Severance Period shall for the purpose of this Agreement, be deemed to have been conceived, made or reduced to practice before the end of the Employment Term. The Executive shall, upon request of the Company, and without further compensation by the Company but at the expense of the Companypersons, at any time during the Term, whether or after his employment with not during working hours and whether or not at the request or upon the suggestion of the Company, sign all instruments and documents requested which (i) are related or relate to or are useful in connection with any business previously, now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, (ii) resulted or result from any work performed by Employee for the Company or any of its clients; or (iii) resulted or result from the use of the premises or personal property (whether tangible or intangible) owned, leased, or contracted for by the Company (collectively, the “Intellectual Property”). If subject to copyright, the Intellectual Property shall be considered a “work made for hire” within the meaning of the Copyright Act of 1976, as amended (the “Act”). Employee agrees that he shall make full disclosure to the Company of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in the Company. Employee shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise cooperate with aid and assist the Company so that the Company can prepare and present applications for copyright or letters patent therefor and can secure such copyright or wherever possible, continuations, continuations-in-part, divisionals, reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee’s obligations to assist Company shall survive termination of this Agreement and continue until the expiration of the last available protection obtained on the Intellectual Property developed during the Employment’s term of employment. Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. If the Company is unable, after reasonable effort, to secure Employee’s signature on any copyright or other analogous protection relating to the Intellectual Property, whether because of Employee’s physical or mental incapacity or for any other reason whatsoever, Employee hereby irrevocably designates and appoints the Company and take its duly authorized officers and agents as Employee’s agent and attorney-in-fact, to act for and on his behalf to execute and file any actions which are such application or may be necessary applications and to protect do all other lawfully permitted acts to further the Company’s right to such ideasprosecution and issuance of letters patent, discoveriescopyright, inventions, improvements and knowledge, including applying for, obtaining and enforcing patents, copyrights and trademark registrations thereon in any and all countries. To the extent this section shall be construed in accordance other analogous protection with the laws of any state which precludes a requirement to assign certain classes of inventions made same legal force and effect as if personally executed by an employee, this Section shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classesEmployee.

Inventions and Improvements. The Executive acknowledges that shall promptly communicate to the Company all ideas, discoveries, inventions and business opportunities which are or may be useful to the Company or its business. Executive acknowledges that all such ideas, discoveries, inventions, and improvements which heretofore have been or are hereafter made, conceived conceived, or reduced to practice by him at any time during his employment with the Executive Company and every item of knowledge relating to the Company’s business interests (including potential business interestsopportunities) heretofore or hereafter gained by him at any time during his employment with the Executive during the Employment Term Company are the sole and absolute property of the Company, and the Executive shall promptly disclose and hereby irrevocably assigns all his right, title and interest in and to all such ideas, discoveries, inventions, improvements improvements, and knowledge to the Company for its sole use and benefit, without additional compensation, and shall communicate to the Company, without cost or delay, and without publishing the same, all available information relating thereto. The Executive also hereby waives all claims to moral rights in any provisions of this Section 5.2 shall apply whether such ideas, discoveries, inventions, improvements and knowledge. The provisions of this Section 7 shall apply whether such ideas, discoveries, inventions or knowledge were or are conceived, made, made or gained or reduced to practice by the Executive him alone or with others, whether during or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the specific realm of the Executive’s his duties. Any of the Executive’s It shall be conclusively presumed that ideas, discoveries, inventions inventions, and improvements relating to the Company’s business interests or potential business interests and conceived, made or reduced to practice conceived by Executive during the Severance Period shall six-month period following termination of his employment are, for the purpose purposes of this Agreement, be deemed conceived prior to have been conceived, made or reduced to practice before the end termination of the Employment Termhis employment hereunder. The Executive shall, upon request of the Company, and without further compensation by the Company but at the no expense of the Companyto Executive, at any time during or after his employment with the Company, sign all instruments and documents reasonably requested by the Company and otherwise cooperate with the Company and take any actions which are or may be necessary to protect the Company’s its right to such ideas, discoveries, inventions, improvements improvements, and knowledge, including applying for, obtaining obtaining, and enforcing patents, patents and copyrights and trademark registrations thereon in any and all countries. To the extent this section shall be construed in accordance with the laws of any state which precludes a requirement to assign certain classes of inventions made by an employee, this Section shall be interpreted not to apply to any invention which a court rules and/or such countries as the Company agrees falls within such classesshall determine.

Inventions and Improvements. The Executive acknowledges that Employee hereby agrees to assign the entire right and interest without further consideration, free from any claim, lien for balance due, or rights of retention to all ideaspatents, discoveriestrademarks, inventions and improvements which are made, conceived or reduced to practice by the Executive and every item of knowledge relating to the Company’s business interests (including potential business interests) gained by the Executive during the Employment Term are the sole and absolute property of the Companycopyrights, and the Executive shall promptly disclose and hereby irrevocably assigns all his righttrade secrets, title and interest in and to all such ideasincluding without limitation, discoverieswritings, inventions, improvements and knowledge to the Company for its sole use and benefitimprovements, without additional compensationprocesses, and shall communicate to the Companyprocedures, without cost or delayideas and/or techniques which Employee may have made, and without publishing the same, all available information relating thereto. The Executive also hereby waives all claims to moral rights in any such ideas, discoveries, inventions, improvements and knowledge. The provisions of this Section 7 shall apply whether such ideas, discoveries, inventions or knowledge are conceived, madediscovered or developed, gained or reduced to practice by the Executive alone which Employee may make, conceive, discover or develop, either solely or jointly with others, whether during any other person or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the specific realm of the Executive’s duties. Any of the Executive’s ideas, discoveries, inventions and improvements relating to the Company’s business interests or potential business interests and conceived, made or reduced to practice during the Severance Period shall for the purpose of this Agreement, be deemed to have been conceived, made or reduced to practice before the end of the Employment Term. The Executive shall, upon request of the Company, and without further compensation by the Company but at the expense of the Companypersons, at any time during the Term, whether or after his employment with not during working hours and whether or not at the request or upon the suggestion of the Company, sign all instruments and documents requested which (i) are related or relate to or are useful in connection with any business previously, now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, (ii) resulted or result from any work performed by Employee for the Company or any of its clients; or (iii) resulted or result from the use of the premises or personal property (whether tangible or intangible) owned, leased, or contracted for by the Company (collectively, the “Intellectual Property”). If subject to copyright, the Intellectual Property shall be considered a “work made for hire” within the meaning of the Copyright Act of 1976, as amended (the “Act”). Employee agrees that he shall make full disclosure to the Company of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything reasonably necessary or desirable to vest the absolute title thereto in the Company. Employee shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise cooperate with aid and assist the Company as may be reasonably requested so that the Company can prepare and present applications for copyright or letters patent therefor and can secure such copyright or wherever possible, continuations, continuations-in-part, divisionals, reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee’s obligations to assist Company shall survive termination of this Agreement and continue until the expiration of the last available protection obtained on the Intellectual Property developed during the Employment’s term of employment. Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. If the Company is unable, after reasonable effort, to secure Employee’s signature on any copyright or other analogous protection relating to the Intellectual Property, whether because of Employee’s physical or mental incapacity or for any other reason whatsoever, Employee hereby irrevocably designates and appoints the Company and take its duly authorized officers and agents as Employee’s agent and attorney-in-fact, to act for and on his behalf to execute and file any actions which are such application or may be necessary applications and to protect do all other lawfully permitted acts to further the Company’s right to such ideasprosecution and issuance of letters patent, discoveriescopyright, inventions, improvements and knowledge, including applying for, obtaining and enforcing patents, copyrights and trademark registrations thereon in any and all countries. To the extent this section shall be construed in accordance other analogous protection with the laws of any state which precludes a requirement to assign certain classes of inventions made same legal force and effect as if personally executed by an employee, this Section shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classesEmployee.

Inventions and Improvements. The Executive acknowledges that shall promptly communicate to the Company all ideas, discoveries, inventions and business opportunities which are or may be useful to the Company or its business. Executive acknowledges that all such ideas, discoveries, inventions, and improvements which heretofore have been or are hereafter made, conceived conceived, or reduced to practice by her at any time during her employment with the Executive Company and every item of knowledge relating to the Company’s business interests (including potential business interestsopportunities) heretofore or hereafter gained by her at any time during her employment with the Executive during the Employment Term Company are the sole and absolute property of the Company, and the Executive shall promptly disclose and hereby irrevocably assigns all his right, title and interest in and to all such ideas, discoveries, inventions, improvements improvements, and knowledge to the Company for its sole use and benefit, without additional compensation, and shall communicate to the Company, without cost or delay, and without publishing the same, all available information relating thereto. The Executive also hereby waives all claims to moral rights in any provisions of this Section 5.2 shall apply whether such ideas, discoveries, inventions, improvements and knowledge. The provisions of this Section 7 shall apply whether such ideas, discoveries, inventions or knowledge were or are conceived, made, made or gained or reduced to practice by the Executive her alone or with others, whether during or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the specific realm of the Executive’s her duties. Any of the Executive’s It shall be conclusively presumed that ideas, discoveries, inventions inventions, and improvements relating to the Company’s business interests or potential business interests and conceived, made or reduced to practice conceived by Executive during the Severance Period shall six-month period following termination of her employment are, for the purpose purposes of this Agreement, be deemed conceived prior to have been conceived, made or reduced to practice before the end termination of the Employment Termher employment hereunder. The Executive shall, upon request of the Company, and without further compensation by the Company but at the no expense of the Companyto Executive, at any time during or after his her employment with the Company, sign all instruments and documents reasonably requested by the Company and otherwise cooperate with the Company and take any actions which are or may be necessary to protect the Company’s its right to such ideas, discoveries, inventions, improvements improvements, and knowledge, including applying for, obtaining obtaining, and enforcing patents, patents and copyrights and trademark registrations thereon in any and all countries. To the extent this section shall be construed in accordance with the laws of any state which precludes a requirement to assign certain classes of inventions made by an employee, this Section shall be interpreted not to apply to any invention which a court rules and/or such countries as the Company agrees falls within such classesshall determine.

Inventions and Improvements. The Executive acknowledges that Any and all ideas, discoveries, inventions and improvements which are made, conceived or reduced to practice by the Executive and every item of knowledge relating to the Company’s business interests (including potential business interests) gained by the Executive during the Employment Term are the sole and absolute property of the Company, and the Executive shall promptly disclose and hereby irrevocably assigns all his right, title and interest in and to all such ideas, discoverieswritings, inventions, improvements and knowledge to improvements, processes, procedures, ideas and/or techniques which the Company for its sole use and benefitEmployee may have made, without additional compensation, and shall communicate to the Company, without cost or delay, and without publishing the same, all available information relating thereto. The Executive also hereby waives all claims to moral rights in any such ideas, discoveries, inventions, improvements and knowledge. The provisions of this Section 7 shall apply whether such ideas, discoveries, inventions or knowledge are conceived, madediscovered or developed, gained or reduced to practice by the Executive alone which Employee may make, conceive, discover or develop, either solely or jointly with others, whether during any other person or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the specific realm of the Executive’s duties. Any of the Executive’s ideas, discoveries, inventions and improvements relating to the Company’s business interests or potential business interests and conceived, made or reduced to practice during the Severance Period shall for the purpose of this Agreement, be deemed to have been conceived, made or reduced to practice before the end of the Employment Term. The Executive shall, upon request of the Company, and without further compensation by the Company but at the expense of the Companypersons, at any time during or after the term of his employment with the Company, sign all instruments whether or not during working hours and documents requested whether or not at the request or upon the suggestion of the Company, which (i) related or relate to or are useful in connection with any Business previously, now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, (ii) resulted or result from any work performed by the Employee for the Company or any of its clients; or (iii) resulted or result from the use of the premises or personal property (whether tangible or intangible) owned, leased, or contracted for by the Company and otherwise cooperate with (collectively, the “Work Product”), the Employee hereby agrees that any Work Product shall be the property of the Company and, if subject to copyright, shall be considered a “work made for hire” within the meaning of the Copyright Act of 1976, as amended (the “Act”). If and take to the extent that any actions which are such Work Product is found as a matter of law not to be a “work made for hire” within the meaning of the Act, the Employee hereby expressly assigns to the Company all of his right, title, and interest in and to the Work Product, and all copies thereof, and the copyright, patent, trademark, trade secret, and all other proprietary rights in the Work Product, without further consideration, free from any claim, lien for balance due, or may be necessary rights of retention thereto on the part of the Employee. The Employee agrees that he shall make full disclosure to protect the Company’s right to Company of all such ideas, discoverieswritings, inventions, improvements improvements, processes, procedures and knowledgetechniques, including applying forand shall do everything necessary or desirable to vest the absolute title thereto in the Company. The Employee shall write and prepare all specifications and procedures regarding such inventions, obtaining improvements, processes, procedures and enforcing patentstechniques and otherwise aid and assist the Company so that the Company can prepare and present applications for copyright or Letters Patent therefore and can secure such copyright or Letters Patent wherever possible, copyrights as well as reissues, renewals, and trademark registrations thereon extensions thereof, and can obtain the record title to such copyright or patents so that Alliance shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all countriessuch writings, inventions, improvements, processes, procedures and techniques. To In the extent this section shall be construed in accordance event that the Company is unable, after reasonable effort, to secure my signature on any letters patent, copyright, or other analogous protection relating to Work Product, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, Employee hereby irrevocably designates and appoints Alliance and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and on my behalf to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright and other analogous protection with the laws of any state which precludes a requirement to assign certain classes of inventions made same legal force and effect as if personally executed by an employee, this Section shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classesEmployee .

Inventions and Improvements. The Executive acknowledges that all ideas, discoveries, inventions and improvements which are made, conceived or reduced to practice by the Executive and every item of knowledge relating to the Company’s business interests (including potential business interests) gained by the Executive during the Employment Term are the sole and absolute property of the Company, and the Executive shall promptly disclose and hereby irrevocably assigns all his right, title and interest in and to all such ideas, discoveries, inventions, improvements and knowledge to the Company for its sole use and benefit, without additional compensation, and shall communicate to the Company, without cost or delay, and without publishing the same, all available information relating thereto. The Executive also hereby waives all claims to moral rights in any such ideas, discoveries, inventions, improvements and knowledge. The provisions of this Section 7 shall apply whether such ideas, discoveries, inventions or knowledge are conceived, made, gained or reduced to practice by the Executive alone or with others, whether during or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the specific realm of the Executive’s duties. Any of the Executive’s ideas, discoveries, inventions and improvements relating to the Company’s business interests or potential business interests and conceived, made or reduced to practice during the Severance Period shall for the purpose of this Agreement, be deemed to have been conceived, made or reduced to practice before the end of the Employment Term. The Executive shall, upon request of the Company, and without further compensation by the Company but at the expense of the Company, at any time during or after his employment with the Company, sign all instruments and documents requested by the Company and otherwise cooperate with the Company and take any actions which are or may be necessary to protect the Company’s right to such ideas, discoveries, inventions, improvements and knowledge, including applying for, obtaining and enforcing patents, copyrights and trademark registrations thereon in any and all countries. To the extent this section Section shall be construed in accordance with the laws of any state which precludes a requirement to assign certain classes of inventions made by an employee, this Section shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes.

Inventions and Improvements. The During the Term of Executive's employment, Executive acknowledges shall promptly communicate to the Company all ideas, discoveries and inventions which are or may be useful to the Company or its business. Executive acknowledge that all ideas, discoveries, inventions inventions, and improvements which are made, conceived conceived, or reduced to practice by the Executive and every item of knowledge relating to the Company’s 's business interests (including potential business interests) gained by the Executive during the Employment Term his employment are the sole and absolute property of the Company, and the Executive shall promptly disclose and hereby irrevocably assigns all his right, title and interest in and to assign all such ideas, discoveries, inventions, improvements improvements, and knowledge to the Company for its sole use and benefit, without additional compensation, and shall communicate to the Company, without cost or delay, and without publishing the same, all available information relating thereto. The Executive also hereby waives all claims to moral rights in any provisions of this Section shall apply whether such ideas, discoveries, inventions, improvements and knowledge. The provisions of this Section 7 shall apply whether such ideas, discoveries, inventions or knowledge are conceived, made, made or gained or reduced to practice by the Executive alone or with others, whether during or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the specific realm of the Executive’s 's duties. Any of the Executive’s ideas, discoveries, inventions and improvements relating to the Company’s business interests or potential business interests and conceived, made or reduced to practice during the Severance Period shall for the purpose of this Agreement, be deemed to have been conceived, made or reduced to practice before the end of the Employment Term. The Executive shall, upon the request of the Company, and without further compensation by the Company but at the expense of the Company, at any time during or after his employment with the Company, sign all instruments and documents requested by the Company and otherwise cooperate with the Company and take any actions which are or may be necessary to protect the Company’s its right to such ideas, discoveries, inventions, improvements improvements, and knowledge, including applying for, obtaining obtaining, and enforcing patentspatents and copyrights thereon. In the event the Company is unable, copyrights after reasonable effort, to secure Executive's signature on any document reasonably necessary or appropriate for any of the foregoing purposes, whether because of physical or mental incapacity or for any other reason whatsoever, Executive hereby irrevocably designates and trademark registrations thereon in appoints the Company and its duly authorized officers and agents as Executive's agent and attorney-in-fact, to act on his behalf to execute and file any such document and to do all countries. To other lawfully permitted acts to further the extent this section shall be construed in accordance prosecution and issuance of any such patent, copyright and other analogous protection with the laws of any state which precludes a requirement to assign certain classes of inventions made same legal force and effect as if executed by an employee, this Section shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classesExecutive.

Inventions and Improvements. The Executive acknowledges that Any and all ideas, discoveries, inventions and improvements which are made, conceived or reduced to practice by the Executive and every item of knowledge relating to the Company’s business interests (including potential business interests) gained by the Executive during the Employment Term are the sole and absolute property of the Company, and the Executive shall promptly disclose and hereby irrevocably assigns all his right, title and interest in and to all such ideas, discoverieswritings, inventions, improvements and knowledge to improvements, processes, procedures, ideas and/or techniques which the Company for its sole use and benefitEmployee may have made, without additional compensation, and shall communicate to the Company, without cost or delay, and without publishing the same, all available information relating thereto. The Executive also hereby waives all claims to moral rights in any such ideas, discoveries, inventions, improvements and knowledge. The provisions of this Section 7 shall apply whether such ideas, discoveries, inventions or knowledge are conceived, madediscovered or developed, gained or reduced to practice by the Executive alone which Employee may make, conceive, discover or develop, either solely or jointly with others, whether during any other person or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the specific realm of the Executive’s duties. Any of the Executive’s ideas, discoveries, inventions and improvements relating to the Company’s business interests or potential business interests and conceived, made or reduced to practice during the Severance Period shall for the purpose of this Agreement, be deemed to have been conceived, made or reduced to practice before the end of the Employment Term. The Executive shall, upon request of the Company, and without further compensation by the Company but at the expense of the Companypersons, at any time during or after the term of his employment with the Company, sign all instruments whether or not during working hours and documents requested whether or not at the request or upon the suggestion of the Company, which (i) related or relate to or are useful in connection with any Business previously, now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, (ii) resulted or result from any work performed by the Employee for the Company or any of its clients; or (iii) resulted or result from the use of the premises or personal property (whether tangible or intangible) owned, leased, or contracted for by the Company and otherwise cooperate with (collectively, the “Work Product”), the Employee hereby agrees that any Work Product shall be the property of the Company and, if subject to copyright, shall be considered a “work made for hire” within the meaning of the Copyright Act of 1976, as amended (the “Act”). If and take to the extent that any actions which are such Work Product is found as a matter of law not to be a “work made for hire” within the meaning of the Act, the Employee hereby expressly assigns to the Company all of his right, title, and interest in and to the Work Product, and all copies thereof, and the copyright, patent, trademark, trade secret, and all other proprietary rights in the Work Product, without further consideration, free from any claim, lien for balance due, or may be necessary rights of retention thereto on the part of the Employee. The Employee agrees that he shall make full disclosure to protect the Company’s right to Company of all such ideas, discoverieswritings, inventions, improvements improvements, processes, procedures and knowledgetechniques, including applying forand shall do everything necessary or desirable to vest the absolute title thereto in the Company. The Employee shall write and prepare all specifications and procedures regarding such inventions, obtaining improvements, processes, procedures and enforcing patentstechniques and otherwise aid and assist the Company so that the Company can prepare and present applications for copyright or Letters Patent therefore and can secure such copyright or Letters Patent wherever possible, copyrights as well as reissues, renewals, and trademark registrations thereon extensions thereof, and can obtain the record title to such copyright or patents so that Alliance shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all countriessuch writings, inventions, improvements, processes, procedures and techniques. To In the extent this section shall be construed in accordance event that the Company is unable, after reasonable effort, to secure my signature on any letters patent, copyright, or other analogous protection relating to Work Product, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, Employee hereby irrevocably designates and appoints Alliance and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and on my behalf to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright and other analogous protection with the laws of any state which precludes a requirement to assign certain classes of inventions made same legal force and effect as if personally executed by an employee, this Section shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classesEmployee.

Inventions and Improvements. The Executive acknowledges Employee agrees that all ideasevery improvement, discoveriesinvention, inventions and improvements which are madeprocess, conceived technique, apparatus, method, manufacturing system, computer program, design or reduced to practice other creation that the Employee may invent, discover, conceive or originate by the Executive and every item of knowledge relating himself or in conjunction with any other person that relates in any respect to the Company’s business interests (including potential business interests) gained of the Corporation now or hereafter carried on by it shall be the Executive during the Employment Term are the sole and absolute exclusive property of the CompanyCorporation. The Employee understands and agrees that in partial consideration of his employment for the compensation herein stated, all such developments, inventions, improvements, products, processes, apparatuses, methods, designs and other creations shall be the exclusive property of the Corporation. If the Employee shall fail to make or refuse to make an assignment to the Corporation of any development, invention, improvement, process, apparatus, technique, method, computer program, design or other creation heretofore referred to, the Corporation shall have the authority, and this Agreement shall operate to give the Executive shall promptly disclose Corporation authority to execute, seal and hereby irrevocably assigns all his deliver, as the act of the Employee, any license, any license agreement, contract, assignment or other instrument in writing that may be necessary or proper to convey to the Corporation the entire right, title and interest in and to all such ideas, discoveries, inventions, improvements and knowledge to the Company for its sole use and benefit, without additional compensation, and shall communicate to the Company, without cost said invention or delay, and without publishing the same, all available information relating theretodevelopment heretofore referred to. The Executive also Employee hereby waives all claims agrees to moral rights in any such ideas, discoveries, inventions, improvements hold the Corporation and knowledgeits assigns harmless by reason of the Corporation's acts pursuant to this paragraph. The provisions Employee further agrees that, during the term of this Section 7 shall apply whether such ideas, discoveries, inventions or knowledge are conceived, made, gained or reduced to practice by the Executive alone or with others, whether during or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), Agreement and whether or not within the specific realm of the Executive’s duties. Any of the Executive’s ideas, discoveries, inventions and improvements relating to the Company’s business interests or potential business interests and conceived, made or reduced to practice during the Severance Period shall for the purpose of this Agreement, be deemed to have been conceived, made or reduced to practice before the end of the Employment Term. The Executive shall, upon request of the Company, and without further compensation by the Company but at the expense of the Company, at any time during or after his employment thereafter whenever reasonably necessary for the protection of the Corporation, he shall cooperate with and be compensated by the Corporation and its counsel in the prosecution and/or defense of any litigation at the cost of the Corporation which may arise in connection with the Companyinventions or other creations referred to above, sign all instruments and documents requested by without any liability or cost to the Company and otherwise cooperate with the Company and take any actions which are or may be necessary to protect the Company’s right to such ideas, discoveries, inventions, improvements and knowledge, including applying for, obtaining and enforcing patents, copyrights and trademark registrations thereon in any and all countries. To the extent this section shall be construed in accordance with the laws of any state which precludes a requirement to assign certain classes of inventions made by an employee, this Section shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classesEmployee.