Common use of New Developments Clause in Contracts

New Developments. A. Supplier represents and warrants that Supplier has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would adversely affect Supplier's performance hereunder or Buyer's exclusive right to Developments (defined below), and Supplier agrees that Supplier shall not enter into any such conflicting agreement during the term of this Agreement. B. Supplier agrees that all works of authorship, inventions, improvements, developments, and discoveries conceived, made, or discovered by Supplier, solely or in collaboration with others, in the course of its performance of Services or the development of deliverables for Buyer hereunder as well as all patents, copyrights, trade secrets, trademarks, and other intellectual property rights therein and thereto (collectively, "Developments"), are the sole property of Buyer. Supplier agrees to assign (or cause to be assigned) and does hereby assign fully to Buyer all such Developments. C. Supplier agrees to assist Buyer, or its designee, at Buyer's expense, in every proper way, to secure Buyer's rights in the Developments, including the disclosure to Buyer of all pertinent information and data with respect thereto and the execution of all applications, specifications, oaths, assignments, and all other instruments which Buyer may deem necessary in order to apply for and obtain such rights and in order to assign and convey to Buyer, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and to such Developments, including (without limitation) the Certificate of Originality set forth on Addendum E and the Assignment of Intellectual Property set forth on Addendum F. Supplier further agrees that Supplier's obligation to execute or cause to be executed, when it is in Supplier's power to do so, any such application, specification, oath assignment, or other instrument shall continue after the termination of this Agreement. Supplier further agrees to assist Buyer in enforcing all patents, trademarks, copyrights, trade secrets, or other ownership rights to protect Buyer's exclusive interest in Developments. D. [*] E. Supplier represents, warrants, and agrees that it will not incorporate any third party intellectual property into any Development or deliverable provided hereunder without notifying and obtaining the prior written approval of Buyer. F. Supplier hereby waives any and all moral rights, including the right to identification of authorship or limitation on subsequent modification, that Supplier (or its employees) has or may have in any invention, materials, or other deliverables assigned to Buyer hereunder. G. Supplier warrants that: (1) all of its employees or contractors who perform work for it hereunder will have entered into written agreements with Supplier which ensure that the work they do is subject to the terms and conditions of this Section 24; and (2) it will not incorporate any Developments into deliverables to be provided to Buyer which contain intellectual property not assignable or licensable to Buyer as provided in this Section

New Developments. A. Supplier represents and warrants that Supplier has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would adversely affect Supplier's ’s performance hereunder or Buyer's ’s exclusive right to Developments (defined below), and Supplier agrees that Supplier shall not enter into any such conflicting agreement during the term of this Agreement. B. Supplier agrees that all works of authorship, inventions, improvements, developments, and discoveries conceived, made, or discovered by Supplier, solely or in collaboration with others, in the course of its performance of Services or the development of deliverables for Buyer hereunder as well as all patents, copyrights, trade secrets, trademarks, and other intellectual property rights therein and thereto (collectively, "“Developments"”), are the sole property of Buyer. Supplier agrees to assign (or cause to be assigned) and does hereby assign fully to Buyer all such Developments. C. Supplier agrees to assist Buyer, or its designee, at Buyer's ’s expense, in every proper way, to secure Buyer's ’s rights in the Developments, including the disclosure to Buyer of all pertinent information and data with respect thereto and the execution of all applications, specifications, oaths, assignments, and all other instruments which Buyer may deem necessary in order to apply for and obtain such rights and in order to assign and convey to Buyer, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and to such Developments, including (without limitation) the Certificate of Originality set forth on in the Certificate of Originality Addendum E and the Assignment of Intellectual Property set forth on Addendum F. in the Assignment of Intellectual Property Addendum. Supplier further agrees that Supplier's ’s obligation to execute or cause to be executed, when it is in Supplier's ’s power to do so, any such application, specification, oath assignment, or other instrument shall continue after the termination of this Agreement. Supplier further agrees to assist Buyer in enforcing all patents, trademarks, copyrights, trade secrets, or other ownership rights to protect Buyer's ’s exclusive interest in Developments. D. [*]Buyer acknowledges and agrees that Supplier shall retain sole and exclusive ownership of and/or an unrestricted right to license, any invention, improvement, development, concept, discovery, or other proprietary information owned by Supplier or in which Supplier has an interest (Supplier IP). Notwithstanding the foregoing, Supplier agrees that if in the course of performing the Services, Supplier incorporates any Supplier IP into any Development, Buyer is hereby granted and shall have a nonexclusive, royalty free, perpetual, irrevocable, worldwide license, including the right to sublicense, under any such Supplier IP, to make, have made, use, import, prepare derivative works of, reproduce, have reproduced, perform, display, offer to sell, sell, or otherwise distribute such invention, improvement, development, concept, discovery, or other proprietary information as part of or in connection with such Development. E. Supplier represents, warrants, and agrees that it will not incorporate any third party intellectual property into any Development or deliverable provided hereunder without notifying and obtaining the prior written approval of Buyer. F. Supplier hereby waives any and all moral rights, including the right to identification of authorship or limitation on subsequent modification, that Supplier (or its employees) has or may have in any invention, materials, or other deliverables assigned to Buyer hereunder. G. Supplier warrants that: (1) all of its employees or contractors who perform work for it hereunder will have entered into written agreements with Supplier which ensure that the work they do is subject to the terms and conditions of this Section 2425; and (2) it will not incorporate any Developments into deliverables to be provided to Buyer which contain intellectual property not assignable or licensable to Buyer as provided in this SectionSection 25.

New Developments. A. Supplier represents All designs, logos and warrants that Supplier has no outstanding agreement other creative renderings incorporating any one or obligation that is in conflict with any more elements of the provisions of this AgreementM▇▇▇ in any and all media now known or hereafter invented (collectively, or that would adversely affect Supplier's performance hereunder or Buyer's exclusive right to Developments (defined below“Artwork”), and Supplier agrees that Supplier all rights, including all copyrights and trademark rights in and to the Artwork, shall not enter into any such conflicting agreement during be solely and exclusively owned by Owner. Without limiting the term of this Agreement. B. Supplier agrees foregoing, Sublicensee acknowledges and confirms that all works of authorshipSublicensee’s services in connection with the creation of the Artwork are and shall be rendered for, inventions, improvements, developmentsat the instigation and under the overall direction and supervision of Owner, and discoveries conceived, made, or discovered by Supplier, solely or in collaboration with others, the Artwork is and at all times shall be regarded as a “work made for hire” (as that term is used in the course U.S. Copyright Act, 17 U.S.C. § 101, et seq. (the “Act”)) by Sublicensee for Owner. Without limiting the acknowledgment contained in the previous sentence, Sublicensee hereby assigns, grants and delivers (and hereby further agrees to assign, grant and deliver) exclusively unto Owner all rights, title and interests of its performance of Services or every kind and nature whatsoever in and to the development of deliverables for Buyer hereunder as well as Artwork and all patentscopies and versions thereof, copyrights, trade secrets, trademarks, and other intellectual property rights including all copyrights therein and thereto (collectively, "Developments"), are the sole property of Buyerand all renewals thereof. Supplier Sublicensee further agrees to assign (execute and deliver to Owner, its successors and assigns, such other and further instruments and documents as Owner reasonably may request for the purpose of establishing, evidencing and enforcing or cause to be assigned) defending its complete, exclusive, perpetual and does hereby assign fully to Buyer worldwide ownership of all such Developments. C. Supplier agrees to assist Buyerrights, or its designee, at Buyer's expense, in title and interests of every proper way, to secure Buyer's rights in the Developmentskind and nature whatsoever, including the disclosure to Buyer of all pertinent information and data with respect thereto and the execution of all applicationscopyrights, specifications, oaths, assignments, and all other instruments which Buyer may deem necessary in order to apply for and obtain such rights and in order to assign and convey to Buyer, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and to such Developmentsthe Artwork, including (without limitation) the Certificate and Sublicensee hereby constitutes and appoints Owner as Sublicensee’s agent and attorney-in-fact, with full power of Originality set forth on Addendum E and the Assignment of Intellectual Property set forth on Addendum F. Supplier further agrees that Supplier's obligation substitution, to execute and deliver such documents or cause instruments as Sublicensee may fail or refuse to be executedexecute and deliver within ten (10) days (or such shorter period as designated by Owner if reasonably necessary), when it is in Supplier's this power to do soand agency being coupled with an interest and being irrevocable. Sublicensee covenants, warrants and represents that the Artwork will not violate or infringe any such applicationcopyright of any person, specification, oath assignment, firm or other instrument shall continue after the termination of this Agreement. Supplier further agrees to assist Buyer in enforcing all patents, trademarks, copyrights, trade secrets, or other ownership rights to protect Buyer's exclusive interest in Developments. D. [*] E. Supplier represents, warrantscorporation, and agrees that it Sublicensee has not and will not incorporate order, commission or otherwise obtain or receive from any third party intellectual property into other person (other than an “employee” of Sublicensee working “within the scope of employment” (as those terms are understood under the Act)) any Development work on or deliverable provided hereunder contribution to the Artwork without notifying obtaining a valid and obtaining binding work-for-hire and/or assignment agreement in a form approved in advance by Venture (which approval shall be subject in all respects to the prior written approval of BuyerOwner under the Master License). F. Supplier hereby waives any and all moral rights, including the right to identification of authorship or limitation on subsequent modification, that Supplier (or its employees) has or may have in any invention, materials, or other deliverables assigned to Buyer hereunder. G. Supplier warrants that: (1) all of its employees or contractors who perform work for it hereunder will have entered into written agreements with Supplier which ensure that the work they do is subject to the terms and conditions of this Section 24; and (2) it will not incorporate any Developments into deliverables to be provided to Buyer which contain intellectual property not assignable or licensable to Buyer as provided in this Section

New Developments. If Intel requests development Services or the parties agree to mutually collaborate on the development/enhancement of Items or Equipment and/or related processes, the parties agree to negotiate and execute a separate definitive agreement for such services. Such agreement will include, but not be limited to, ownership rights, title, and interest to any intellectual property developed as a result of such services or collaboration. Notwithstanding the foregoing, if Buyer pays NRE to the Seller for development Services or tool improvements without the execution of a separate definitive agreement, the parties agree that Buyer shall own any and all intellectual property rights associated with such development Services or tool improvements. A. Supplier represents and warrants that Supplier has no outstanding agreement or obligation that is in conflict All intellectual property associated with any of the provisions of this Agreementideas, or that would adversely affect Supplier's performance hereunder or Buyer's exclusive right to Developments (defined below)concepts, and Supplier agrees that Supplier shall not enter into any such conflicting agreement during the term of this Agreement. B. Supplier agrees that all works of authorshiptechniques, inventions, improvements, developments, and discoveries conceived, madeprocesses, or discovered works of authorship developed, created or conceived by SupplierSeller, solely its employees, subcontractors or in collaboration with others, in the course of its performance of Services or agents while performing the development of deliverables Services for Buyer hereunder as well as all patents, copyrights, trade secrets, trademarks, and other intellectual property rights therein and thereto or from proprietary and/or confidential information or materials belonging to Buyer (collectively, "“Developments"), are ”) shall belong exclusively to Buyer and be deemed the sole property confidential information of Buyer. Supplier Seller agrees to assign (or cause to be assigned) and does hereby assign fully to Buyer all such Developments. B. Buyer acknowledges and agrees that Seller shall retain sole and exclusive ownership of any invention, improvement, development, concept, discovery, or other proprietary information owned or controlled by Seller prior to performing the development Services for Buyer (“Pre-existing Seller IP”). Notwithstanding the foregoing, Seller agrees that if in the course of performing the Services, Seller incorporates any Pre-existing Seller IP into any Development developed hereunder, Buyer is hereby granted and shall have a nonexclusive, royalty free, perpetual, irrevocable, worldwide license, under any such Pre-existing Seller IP, to make, have made, use, import, prepare derivative works of, reproduce, have reproduced, perform, display, offer to sell, sell, or otherwise distribute such invention, improvement, development, concept, discovery, or other proprietary information as part of or in connection with such Development. C. Supplier agrees to Seller shall assist Buyer, or its designee, at Buyer's ’s expense, in every proper wayobtaining, to secure Buyer's rights in the Developmentsregistering, including the disclosure to Buyer of all pertinent information perfecting and data with respect thereto and the execution of all applications, specifications, oaths, assignments, and all other instruments which Buyer may deem necessary in order to apply for and obtain such rights and in order to assign and convey to Buyer, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and to such Developments, including (without limitation) the Certificate of Originality set forth on Addendum E and the Assignment of Intellectual Property set forth on Addendum F. Supplier further agrees that Supplier's obligation to execute or cause to be executed, when it is in Supplier's power to do so, any such application, specification, oath assignment, or other instrument shall continue after the termination of this Agreement. Supplier further agrees to assist Buyer in enforcing all patents, trademarks, copyrights, trade secrets, mask work rights or other ownership rights copyrights necessary to protect Buyer's exclusive ’s interest in Developments. D. [*] E. Supplier represents, warrants, and agrees that it will not incorporate any third party intellectual property into any Development or deliverable provided hereunder without notifying and obtaining the prior written approval of Buyer. F. Supplier hereby waives any and all moral rights, including the right to identification of authorship or limitation on subsequent modification, that Supplier (or its employees) has or may have in any invention, materials, or other deliverables Developments assigned to Buyer pursuant to Paragraph (a) above. This includes the disclosure of all pertinent information, the execution of applications, specifications, oaths and assignments and any other papers by Seller necessary to ensure said protection for Buyer. Upon Buyer’s request, Seller shall execute an Assignment of Copyright to Buyer covering any copyrightable deliverable accepted by Buyer hereunder. G. Supplier warrants that: (1) all of its employees D. All documentation connected with the development Services or contractors who perform work for it hereunder will have entered into written agreements associated with Supplier which ensure that the work they do is subject to the terms and conditions of this Section 24; and (2) it will not incorporate any Developments into deliverables to be provided assigned to Buyer which contain intellectual pursuant to Paragraph A above, shall be the exclusive property not assignable or licensable of Buyer. Upon Buyer’s request, Seller shall make all such documentation available to Buyer as provided in this SectionBuyer.

New Developments. A. Supplier represents (a) BreconRidge agrees that, upon BreconRidge’s receipt of Customer’s payment for the applicable services hereunder, and warrants unless otherwise agreed to in a particular Statement of Work, all designs (if any are provided pursuant to this Agreement), plans, reports, drawings, schematics, prototypes, models, inventions, copyrights, Product improvements, software (including test software) and all other information and items made, developed or conceived by BreconRidge or by its employees, contract personnel, agents and subcontractors during the course of performing such services under this Agreement and related principally to the Products (the “New Developments”) and all intellectual property rights in the New Developments are assigned to Customer as its sole and exclusive property. (b) BreconRidge shall execute and cause its employees, contract personnel, agents and subcontractors to execute such assignments, moral rights waivers and other documents as Customer may reasonably request in order to confirm its ownership of the New Developments. (c) BreconRidge’s “Background Property” shall mean BreconRidge’s know how, design tools, methodologies, software and algorithms, existing at the date Effective Date of this Agreement or developed independently of this Agreement that Supplier may be used by BreconRidge to (i) manufacture, assemble or test Products, or (ii) to design production means or the processes by which Products are manufactured, assembled, or tested and any improvements or modifications thereto. BreconRidge owns or has no outstanding agreement the right to use all of the intellectual property rights in its Background Property which Background Property is not incorporated into the New Developments. Customer acknowledges and agrees that this Agreement shall not affect the ownership of, nor convey any licenses or obligation that is in conflict with rights under any of the provisions intellectual property rights in the BreconRidge’s Background Property, either expressly, impliedly or otherwise to Customer or any other third party. BreconRidge agrees not to assert its rights in the Background Property against Customer for Customer’s use of this Agreementthe Background Property to use, distribute, modify or that would adversely affect Supplier's performance hereunder or Buyer's exclusive right to Developments (defined below), and Supplier agrees that Supplier shall not enter into repair any such conflicting agreement during of the term of Products supplied by BreconRidge under this Agreement. B. Supplier agrees that all works of authorship, inventions, improvements, developments, and discoveries conceived, made, or discovered by Supplier, solely or in collaboration with others, in the course of its performance of Services or the development of deliverables for Buyer hereunder as well as all patents, copyrights, trade secrets, trademarks, and other intellectual property rights therein and thereto (collectively, "Developments"), are the sole property of Buyer. Supplier agrees to assign (or cause to be assigned) and does hereby assign fully to Buyer all such Developments. C. Supplier agrees to assist Buyer, or its designee, at Buyer's expense, in every proper way, to secure Buyer's rights in the Developments, including the disclosure to Buyer of all pertinent information and data with respect thereto and the execution of all applications, specifications, oaths, assignments, and all other instruments which Buyer may deem necessary in order to apply for and obtain such rights and in order to assign and convey to Buyer, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and to such Developments, including (without limitation) the Certificate of Originality set forth on Addendum E and the Assignment of Intellectual Property set forth on Addendum F. Supplier further agrees that Supplier's obligation to execute or cause to be executed, when it is in Supplier's power to do so, any such application, specification, oath assignment, or other instrument shall continue after the termination of this Agreement. Supplier further agrees to assist Buyer in enforcing all patents, trademarks, copyrights, trade secrets, or other ownership rights to protect Buyer's exclusive interest in Developments. D. [*] E. Supplier represents, warrants, and agrees that it will not incorporate any third party intellectual property into any Development or deliverable provided hereunder without notifying and obtaining the prior written approval of Buyer. F. Supplier hereby waives any and all moral rights, including the right to identification of authorship or limitation on subsequent modification, that Supplier (or its employees) has or may have in any invention, materials, or other deliverables assigned to Buyer hereunder. G. Supplier warrants that: (1) all of its employees or contractors who perform work for it hereunder will have entered into written agreements with Supplier which ensure that the work they do is subject to the terms and conditions of this Section 24; and (2) it will not incorporate any Developments into deliverables to be provided to Buyer which contain intellectual property not assignable or licensable to Buyer as provided in this Section

New Developments. A. Supplier represents Seller acknowledges and warrants that Supplier has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would adversely affect Supplier's performance hereunder or Buyer's exclusive right to Developments (defined below), and Supplier agrees that Supplier shall not enter into any such conflicting agreement during the term of this Agreement. B. Supplier agrees that all works of authorship, inventions, improvements, developments, developments and discoveries that are based upon or incorporate proprietary or confidential Entegris Information and that are conceived, made, or discovered made and/or reduced to practice by SupplierSeller, solely or in collaboration with othersjointly, in the course of its (i) performance of Services services or the development of deliverables for Buyer Entegris hereunder or (ii) the production of goods to designs and specifications furnished by Entegris to Seller hereunder, as well as all patents, copyrights, trade secrets, trademarks, and other intellectual property rights therein and thereto (collectively, "“Developments"”), are and shall be the sole property of BuyerEntegris. Supplier Seller agrees to assign (or cause to be assigned) and does hereby assign fully assigns all Developments to Buyer all such Developments. C. Supplier agrees to Entegris. Seller shall assist Buyer, Entegris or its Entegris’ designee, at Buyer's Entegris’ expense, in every proper way, all necessary or desirable actions to secure Buyer's Entegris’ rights in the Developments, including the disclosure to Buyer Entegris of all pertinent relevant information and data with respect thereto and the execution and delivery of all applications, specifications, oaths, assignments, assignments and all other instruments which Buyer Entegris may deem necessary in order to apply for or desirable. Entegris acknowledges and obtain such rights and in order to assign and convey to Buyer, its successors, assigns, and nominees the agrees that Seller shall retain sole and exclusive rightsownership of any invention, titleimprovement, and interest in and to such Developmentsdevelopment, including (without limitation) the Certificate of Originality set forth on Addendum E and the Assignment of Intellectual Property set forth on Addendum F. Supplier further agrees that Supplier's obligation to execute or cause to be executedconcept, when it is in Supplier's power to do so, any such application, specification, oath assignmentdiscovery, or other instrument proprietary information owned by Seller or in which Seller has an interest arising before the date of a Purchase Order or is developed outside the scope of a Purchase Order as shown by clear and convincing evidence (“Seller IP”). Notwithstanding the foregoing, Seller agrees that if Seller incorporates any Seller IP into any Development, Entegris is hereby granted and shall continue after have a nonexclusive, royalty free, perpetual, irrevocable, worldwide license, including the termination of this Agreement. Supplier further agrees right to assist Buyer in enforcing all patentssublicense, trademarksunder any such Seller IP to make, copyrightshave made, trade secretsuse, import, prepare derivative works of, reproduce, have reproduced, perform, display, offer to sell, sell, or otherwise distribute such invention, improvement, development, concept, discovery, or other ownership rights to protect Buyer's exclusive interest proprietary information as part of or in Developments. D. [*] E. Supplier represents, warrants, connection with such Development. Seller represents and agrees warrants that it will not incorporate any third third-party intellectual property into any Development or deliverable provided hereunder without notifying and obtaining the prior written approval of Buyer. F. Supplier hereby waives any and all moral rights, including the right to identification of authorship or limitation on subsequent modification, that Supplier (or its employees) has or may have in any invention, materials, or other deliverables assigned to Buyer hereunder. G. Supplier warrants that: (1) all of its employees or contractors who perform work for it hereunder will have entered into written agreements with Supplier which ensure that the work they do is subject to the terms and conditions of this Section 24; and (2) it will not incorporate any Developments into deliverables to be provided to Buyer which contain intellectual property not assignable or licensable to Buyer as provided in this SectionEntegris. Seller hereby

New Developments. A. Supplier represents and warrants that Supplier has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would adversely affect Supplier's ’s performance hereunder or Buyer's ’s exclusive right to Developments (defined below), and Supplier agrees that Supplier shall not enter into any such conflicting agreement during the term of this Agreement. B. . Supplier agrees that all works of authorship, inventions, improvements, developments, and discoveries conceived, made, or discovered by Supplier, solely or in collaboration with othersothers including Buyer, in the course of its performance of Services or the development of deliverables for Buyer hereunder as well as all patents, copyrights, trade secrets, trademarks, and other intellectual property rights therein and thereto (collectively, "DevelopmentsDevel- opments"), are Works Made for Hire and are the sole and exclusive property of Buyer. Supplier agrees to assign (or cause to be assigned) and does hereby assign fully to Buyer all such Developments. C. . Supplier agrees to assist Buyer▇▇▇▇▇, or its designee, at Buyer▇▇▇▇▇'s expense, in every proper way, to secure Buyer's rights in the Developments, including the disclosure to Buyer of all pertinent information and data with respect thereto and the execution of all applications, specifications, oaths, assignments, and all other instruments which that Buyer may deem necessary in order to apply for and obtain such rights and in order to assign and convey to Buyer, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and to such Developments, including (without limitation) the Buyer’s Certificate of Originality set forth on Addendum E Originality, and the Buyer’s Assignment of Intellectual Property set forth on Addendum F. (available upon request). Supplier further agrees that Supplier's obligation to execute or cause to be executed, when it is in Supplier's power to do so, any such application, specification, oath oath, assignment, or other instrument shall continue after the termination of this Agreement. Supplier further agrees to assist Buyer in enforcing all patents, trademarks, copyrights, trade secrets, or other ownership rights to protect Buyer's ’s exclusive interest in Developments. D. [*] E. . Buyer acknowledges and agrees that Supplier shall retain sole and exclusive ownership of and/or unrestricted right to license, any invention, improvement, development, concept, discovery, or other proprietary information owned by Supplier or in which Supplier has an interest (“Supplier IP”). Notwithstanding the foregoing, Supplier agrees that if in the course of performing the Services, Supplier incorporates any Supplier IP into any Development developed hereunder, Buyer is hereby granted and shall have a nonexclusive, royalty free, perpetual, irrevocable, worldwide license, including the right to sublicense, under any such Supplier IP, to make, have made, use, import, prepare derivative works of, reproduce, have reproduced, perform, display, offer to sell, sell, or otherwise distribute such invention, improvement, development, concept, discovery, or other proprietary information as part of or in connection with such Development. Supplier represents, warrants, and agrees that it will not incorporate any third party intellectual property into any Development or deliverable provided hereunder without notifying and obtaining the prior written approval of Buyer. F. ▇▇▇▇▇. Supplier hereby waives any and all moral rights, including the right to identification of authorship or limitation on subsequent modification, modification that Supplier (or its employees) has or may have in any invention, materials, or other deliverables assigned to Buyer hereunder. G. . Supplier warrants that: (1) all of its employees or contractors who perform work for it hereunder will have entered into written agreements with Supplier which that ensure that the work they do is subject to the terms and conditions of this Section 2426; and (2) it will not incorporate any Developments into deliverables to be provided to Buyer which that contain intellectual property not assignable or licensable to Buyer as provided in this SectionSection 35. Supplier shall not modify the production process(es), or move the production line(s) without notification and consent of Buyer. Buyer requires 180 days’ prior written notice to requalify a first article produced via the new process or on the new production line prior to change or relocation of existing production process(es)/line(s).

New Developments. A. Supplier represents and warrants that Supplier has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would adversely affect Supplier's ’ s performance hereunder under this Agreement or Buyer's Intel’ s exclusive right r ight to Developments (( defined below), and Supplier agrees that Supplier shall not enter into any such conflicting agreement during the term of this Agreement. B. Supplier agrees that all works of authorship, inventions, improvements, developments, and discoveries conceived, made, or discovered by Supplier, solely or in collaboration with others, in the course of its performance of Services or the development of deliverables Deliverables for Buyer hereunder Intel under this Agreement as set forth and described in a Statement of Work as well as all patents, copyrights, trade secrets, trademarks, and other intellectual property rights therein and thereto (( collectively, "" Developments"), are the sole property of BuyerIntel. Supplier agrees to assign (( or cause to be assigned) and does hereby assign fully to Buyer Intel all such Developments. C. Supplier agrees to assist BuyerIntel, or its designee, at Buyer's Intel' s expense, in every proper way, to secure BuyerIntel's rights r ights in the Developments, including the disclosure to Buyer Intel of all pertinent information and data with respect thereto and the execution of all applications, specifications, oaths, assignments, and all other instruments which Buyer that Intel may deem necessary in order to apply for and obtain such rights and in order to assign and convey to BuyerIntel, its successors, assigns, and nominees the sole and exclusive rights, titlet itle, and interest in and to such Developments, including (( without limitation) the Certificate of Originality set forth on Addendum E and the Assignment of Intellectual Property set forth on Addendum F. in the Assignment of Intellectual Property Addendum. Supplier further agrees that Supplier's ' s obligation to execute or cause to be executed, when it is in Supplier's power to do so, any such application, specification, oath oath, assignment, or other instrument shall continue after the termination of this Agreement. Supplier further agrees to assist Buyer Intel in enforcing all patents, trademarks, copyrights, trade secrets, or other ownership rights to protect Buyer's Intel’ s exclusive interest in Developments. D. [*]Yurcor acknowledges and agrees that Supplier shall retain sole and exclusive ownership of and/ or unrestricted right to license, any invention, improvement, development, concept, discovery, or other proprietary information owned by Supplier or in which Supplier has an interest (“ Supplier IP”). Notwithstanding the foregoing, Supplier agrees that i f in the course of performing the Services, Supplier incorporates any Supplier IP into any Development developed under this Agreement, Intel is hereby granted and shall have a nonexclusive, royalty free, perpetual, i rrevocable, worldwide license, including the right to sublicense, under any such Supplier IP, to make, have made, use, import, prepare derivative works of, reproduce, have reproduced, perform, display, offer to sell, sell, or otherwise distribute such invention, improvement, development, concept, discovery, or other proprietary information as part of or in connection with such Development. E. Supplier represents, warrants, and agrees that it will not incorporate any third party intellectual property into any Development or deliverable Deliverable provided hereunder under this Agreement without notifying and obtaining the prior written approval of BuyerIntel. F. Supplier hereby waives any and all moral rights, including the right to identification of authorship or limitation on subsequent modification, that Supplier (( or its employees) has or may have in any invention, materials, or other deliverables assigned to Buyer Intel hereunder. G. Supplier warrants that: (1( 1 ) all of its employees or contractors who perform work for it hereunder under this Agreement will have entered into written agreements with Supplier which that ensure that the work they do is subject to the terms and conditions of this Section 24New Developments section; and (2( 2 ) it will not incorporate any Developments into deliverables Deliverables to be provided to Buyer which Intel that contain intellectual property not assignable or licensable to Buyer Intel as provided in this SectionNew Developments section of this Agreement. H. All documentation developed by Supplier and connected with Supplier's Services to Intel under this Agreement or associated with the Developments and any Intellectual Property related thereto, shall be the exclusive property of Intel. Upon Intel's request, Supplier shall make all such documentation available to Intel. I. Supplier shall provide Intel with written or oral progress reports on development projects at such t ▇▇▇▇ as Intel may specify. The t ime required for preparing such reports shall be reimbursable by Intel to Supplier.

New Developments. A. 12.1 All services performed by Supplier represents under this Agreement are exclusively for Intel. Supplier will assign and warrants that Supplier has no outstanding agreement hereby does assign to Intel all right, title and interest to those things developed for Intel, henceforth known as "Intellectual Property Improvements" or obligation that is in conflict with any of the provisions of this Agreement"IPI", including, but not limited to inventions, designs, trademarks, discoveries, formulas, processes, plans, specifications, FOR REVIEW, INTEL RESERVES THE RIGHT TO FURTHER MODIFY guidelines, graphics, drawings, films, videotapes, slides, scripts, software programs, software documentation, training materials, illustrations, ideas, copyrightable works, trade secrets or that would adversely affect other ideas and materials made or conceived regarding improvements to Intel specified manufacturing or assembly processes or Product(s) by Supplier's performance hereunder , its employees, subcontractors, consultants or Buyer's exclusive right to Developments (defined below)agents, and Supplier agrees that Supplier shall not enter into any such conflicting agreement during the term of and arising out of services performed under this Agreement, which were not in existence before this agreement, or for which Intel has not paid a Non-Recurring Engineering charge or tooling charge. Upon Intel's request, Supplier shall execute an assignment of copyright and any other relevant intellectual property rights to Intel covering any copyrightable deliverables accepted by Intel hereunder. Supplier shall treat all IPI as Intel Confidential Information under Section 15 below, and shall use all IPI only for manufacturing Product(s) under this Agreement. B. 12.2 Supplier agrees that all works of authorship, inventions, improvements, developments, and discoveries conceived, made, or discovered by Supplier, solely or in collaboration with others, in the course of its performance of Services or the development of deliverables for Buyer hereunder as well as all patents, copyrights, trade secrets, trademarks, and other intellectual property rights therein and thereto (collectively, "Developments"), are the sole property of Buyer. Supplier agrees to assign (or cause to be assigned) and does hereby assign fully to Buyer all such Developments. C. Supplier agrees to shall assist Buyer, or its designeeIntel, at BuyerIntel's expense, in every proper wayobtaining, to secure Buyer's rights in the Developmentsregistering, including the disclosure to Buyer of all pertinent information perfecting and data with respect thereto and the execution of all applications, specifications, oaths, assignments, and all other instruments which Buyer may deem necessary in order to apply for and obtain such rights and in order to assign and convey to Buyer, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and to such Developments, including (without limitation) the Certificate of Originality set forth on Addendum E and the Assignment of Intellectual Property set forth on Addendum F. Supplier further agrees that Supplier's obligation to execute or cause to be executed, when it is in Supplier's power to do so, any such application, specification, oath assignment, or other instrument shall continue after the termination of this Agreement. Supplier further agrees to assist Buyer in enforcing all patents, trademarks, copyrights, trade secrets, mask work rights or other ownership rights copyrights necessary to protect BuyerIntel's exclusive interest in Developmentsthe items assigned to Intel pursuant to the foregoing paragraph. This includes the disclosure of all pertinent information, the execution of applications, specifications, oaths and assignments and any other papers by Supplier necessary to ensure said protection for Intel. D. [*] E. 12.3 All documentation developed by Supplier represents, warrants, and agrees that it will not incorporate any third party intellectual property into any Development connected with Supplier's services to Intel hereunder or deliverable provided hereunder without notifying and obtaining the prior written approval of Buyer. F. Supplier hereby waives any and all moral rights, including the right to identification of authorship or limitation on subsequent modification, that Supplier (or its employees) has or may have in any invention, materials, or other associated with deliverables assigned to Buyer hereunderIntel pursuant to the foregoing, shall be the exclusive property of Intel. Upon Intel's request, Supplier shall make all such documentation available to Intel. G. 12.4 Supplier warrants that: (1) all of its employees or contractors who perform work for it hereunder will have entered into written agreements with agrees to allow Intel and Supplier which ensure that the work they do is subject to the terms and conditions of this Section 24; and (2) it will not incorporate any Developments into deliverables to be provided to Buyer which contain intellectual property not assignable or licensable to Buyer as provided in this Sectionjointly escort Intel customers and/or suppliers through Supplier facilities.

New Developments. A. Supplier represents You represent and warrants warrant that Supplier has You have no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would adversely affect Supplier's Your performance hereunder or Buyer's Intel’s exclusive right to Developments (defined below), and Supplier agrees You agree that Supplier You shall not enter into any such conflicting agreement during the term of this Agreement. B. Supplier agrees You agree that all works of authorship, inventions, improvements, developments, and discoveries conceived, made, or discovered by SupplierYou, solely or in collaboration with others, in the course of its your performance of Services services or the development of deliverables for Buyer Intel hereunder as well as all patents, copyrights, trade secrets, trademarks, and other intellectual property Intellectual Property rights therein and thereto (collectively, "Developments"), are the sole property of BuyerIntel. Supplier agrees You agree to assign (or cause to be assigned) and does hereby assign fully to Buyer Intel all such Developments. C. Supplier agrees You agree to assist Buyer, Intel or its designee, at Buyer's Intel’s expense, in every proper way, way to secure Buyer's Intel’s rights in the Developments, including the disclosure to Buyer Intel of all pertinent information and data with respect thereto and thereto, the execution of all applications, specifications, oaths, assignments, and all other instruments which Buyer that Intel may deem necessary in order to apply for and obtain such rights and in order to assign and convey to BuyerIntel, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and to such Developments, including (without limitation) the Certificate of Originality set forth on Addendum E and the Assignment of Intellectual Property set forth on Addendum F. Supplier . You further agrees agree that Supplier's Your obligation to execute or cause to be executed, when it is in Supplier's Your power to do so, any such application, specification, oath oath, assignment, or other instrument shall continue after the termination of this Agreement. Supplier You further agrees agree to assist Buyer Intel in enforcing all patents, trademarks, copyrights, trade secrets, or other ownership rights to protect Buyer's Intel’s exclusive interest in Developments. D. [*]You must also, at relevant times during their assignments with Intel and at Intel’s request, complete Certificates of Originality and acknowledge, by signing an Intellectual Property Assignment,that they assign to Intel all right, title, and interest in any Development created by them during their assignment with Intel. A sample Certificate of Originality and a sample Intellectual Property Assignment are provided separately. E. Supplier represents, warrants, Intel acknowledges and agrees that it You shall retain sole and exclusive ownership of and/or an unrestricted right to license, any invention, improvement, development, concept, discovery, or other proprietary information owned by You or in which You have an interest (“Your IP”). Notwithstanding the foregoing, You agrees that if in the course of performing services, You incorporate any of Your IP into any Development, Intel is hereby granted and shall have a nonexclusive, royalty free, perpetual, irrevocable, worldwide license under any such Your IP to make, have made, use, import, prepare derivative works of, reproduce, have reproduced, perform, display, offer to sell, sell, or otherwise distribute such invention, improvement, development, concept, discovery, or other proprietary information as part of or in connection with such Development. F. You represent, warrant, and agree that You will not incorporate any third party intellectual property Intellectual Property into any Development or deliverable provided hereunder without notifying and obtaining the prior written approval of BuyerIntel. F. Supplier G. You hereby waives waive any and all moral rights, including the right to identification of authorship or limitation on subsequent modification, that Supplier (or its employees) has You have or may have in any invention, materials, or other deliverables assigned to Buyer Intel hereunder. G. Supplier warrants that: (1) all of its employees or contractors who perform work for it hereunder will have entered into written agreements with Supplier which ensure H. You represent, warrant and agree that the work they do is subject to the terms and conditions of this Section 24; and (2) it You will not incorporate any Developments into deliverables to be provided to Buyer which Intel that contain intellectual property Intellectual Property not assignable or licensable to Buyer Intel as provided in this SectionSection 8. I. All documentation developed by You and connected with Your services to Intel hereunder or associated with the Development and any Intellectual Property related thereto, shall be the exclusive property of Intel. Upon Intel's request, You shall make all such documentation available to Intel. J. You shall provide Intel with written or oral progress reports on development projects at such times as Intel may specify. The time required for preparing such reports shall be reimbursable by Intel to You.

New Developments. A. Supplier represents Seller acknowledges and warrants that Supplier has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would adversely affect Supplier's performance hereunder or Buyer's exclusive right to Developments (defined below), and Supplier agrees that Supplier shall not enter into any such conflicting agreement during the term of this Agreement. B. Supplier agrees that all works of authorship, inventions, improvements, developments, developments and discoveries that are based upon or incorporate proprietary or confidential Entegris information and that are conceived, made, or discovered made and/or reduced to practice by SupplierSeller, solely or in collaboration with othersjointly, in the course of its (i) performance of Services services or the development of deliverables for Buyer Entegris hereunder or (ii) the production of goods to designs and specifications furnished by Entegris to Seller hereunder, as well as all patents, copyrights, trade secrets, trademarks, and other intellectual property rights therein and thereto (collectively, "“Developments"”), are and shall be the sole property of BuyerEntegris. Supplier Seller agrees to assign (or cause to be assigned) and does hereby assign fully assigns all Developments to Buyer all such Developments. C. Supplier agrees to Entegris. Seller shall assist Buyer, Entegris or its Entegris’ designee, at Buyer's Entegris’ expense, in every proper way, all necessary or desirable actions to secure Buyer's Entegris’ rights in the Developments, including the disclosure to Buyer Entegris of all pertinent relevant information and data with respect thereto and the execution and delivery of all applications, specifications, oaths, assignments, assignments and all other instruments which Buyer Entegris may deem necessary in order to apply for or desirable. Entegris acknowledges and obtain such rights and in order to assign and convey to Buyer, its successors, assigns, and nominees the agrees that Seller shall retain sole and exclusive rightsownership of any invention, titleimprovement, and interest in and to such Developmentsdevelopment, including (without limitation) the Certificate of Originality set forth on Addendum E and the Assignment of Intellectual Property set forth on Addendum F. Supplier further agrees that Supplier's obligation to execute or cause to be executedconcept, when it is in Supplier's power to do so, any such application, specification, oath assignmentdiscovery, or other instrument shall continue after proprietary information owned by Seller or in which Seller has an interest arising before the termination date of this Agreementpurchase order or is developed outside the scope of this purchase order as shown by clear and convincing evidence (“Seller IP”). Supplier further Notwithstanding the foregoing, Seller agrees that if Seller incorporates any Seller IP into any Development, Entegris is hereby granted and shall have a nonexclusive, royalty free, perpetual, irrevocable, worldwide license, including the right to assist Buyer in enforcing all patentssublicense, trademarksunder any such Seller IP to make, copyrightshave made, trade secretsuse, import, prepare derivative works of, reproduce, have reproduced, perform, display, offer to sell, sell, or otherwise distribute such invention, improvement, development, concept, discovery, or other ownership rights to protect Buyer's exclusive interest proprietary information as part of or in Developments. D. [*] E. Supplier represents, warrants, connection with such Development. Seller represents and agrees warrants that it will not incorporate any third party intellectual property into any Development or deliverable provided hereunder without notifying and obtaining the prior written approval of Buyer. F. Supplier Entegris. Seller hereby waives any and all moral rights, including to the right to of identification of authorship or limitation on subsequent modification, that Supplier Seller (or its employees) has or may have in any invention, materials, or other deliverables assigned to Buyer hereunder. G. Supplier Developments. Seller represents and warrants that: that (1) all of its employees or contractors who perform work for it hereunder will have entered into written agreements that allow Seller to comply with Supplier which ensure that the work they do is subject to the terms and conditions of this Section 24these Terms; and (2) it will not incorporate any Developments anything into deliverables to be provided to Buyer Entegris which contain intellectual property not assignable or licensable to Buyer Entegris as provided in this Sectionsection; and (3) it has no outstanding agreements or obligations that are in conflict with any of the provisions of this section or that would adversely affect Seller’s performance hereunder or Entegris’ exclusive right to Developments. Seller shall not enter into any such conflicting agreement during the term of this purchase order. Subject to the other terms and conditions of these Terms, the purchase price is full consideration for any design work performed by Seller in connection with these Terms and incorporated in the goods to be delivered hereunder.

New Developments. A. Supplier represents and warrants that Supplier has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would adversely affect Supplier's ’s performance hereunder or Buyer's ’s exclusive right to Developments (defined below), and Supplier agrees that Supplier shall not enter into any such conflicting agreement during the term of this Agreement. B. Supplier agrees that all works of authorship, inventions, improvements, developments, and discoveries conceived, made, or discovered by Supplier, solely or in collaboration with othersothers including Buyer, in the course of its performance of Services or the development of deliverables for Buyer hereunder as well as all patents, copyrights, trade secrets, trademarks, and other intellectual property rights therein and thereto (collectively, "DevelopmentsDevel- opments"), are Works Made for Hire and are the sole and exclusive property of Buyer▇▇▇▇▇. Supplier agrees to assign (or cause to be assigned) and does hereby assign fully to Buyer all such Developments. C. Supplier agrees to assist Buyer▇▇▇▇▇, or its designee, at Buyer▇▇▇▇▇'s expense, in every proper way, to secure Buyer's rights in the Developments, including the disclosure to Buyer of all pertinent information and data with respect thereto and the execution of all applications, specifications, oaths, assignments, and all other instruments which that Buyer may deem necessary in order to apply for and obtain such rights and in order to assign and convey to Buyer, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and to such Developments, including (without limitation) the Buyer’s Certificate of Originality set forth on Addendum E Originality, and the Buyer’s Assignment of Intellectual Property set forth on Addendum F. (available upon request). Supplier further agrees that Supplier's obligation to execute or cause to be executed, when it is in Supplier's power to do so, any such application, specification, oath oath, assignment, or other instrument shall continue after the termination of this Agreement. Supplier further agrees to assist Buyer ▇▇▇▇▇ in enforcing all patents, trademarks, copyrights, trade secrets, or other ownership rights to protect Buyer's ’s exclusive interest in Developments. D. [*]▇. ▇▇▇▇▇ acknowledges and agrees that Supplier shall retain sole and exclusive ownership of and/or unrestricted right to license, any invention, improvement, development, concept, discovery, or other proprietary information owned by Supplier or in which Supplier has an interest (“Supplier IP”). Notwithstanding the foregoing, Supplier agrees that if in the course of performing the Services, Supplier incorporates any Supplier IP into any Development developed hereunder, Buyer is hereby granted and shall have a nonexclusive, royalty free, perpetual, irrevocable, worldwide license, including the right to sublicense, under any such Supplier IP, to make, have made, use, import, prepare derivative works of, reproduce, have reproduced, perform, display, offer to sell, sell, or otherwise distribute such invention, improvement, development, concept, discovery, or other proprietary information as part of or in connection with such Development. E. Supplier represents, warrants, and agrees that it will not incorporate any third party intellectual property into any Development or deliverable provided hereunder without notifying and obtaining the prior written approval of Buyer▇▇▇▇▇. F. Supplier hereby waives any and all moral rights, including the right to identification of authorship or limitation on subsequent modification, modification that Supplier (or its employees) has or may have in any invention, materials, or other deliverables assigned to Buyer hereunder. G. Supplier warrants that: (1) all of its employees or contractors who perform work for it hereunder will have entered into written agreements with Supplier which that ensure that the work they do is subject to the terms and conditions of this Section 2426; and (2) it will not incorporate any Developments into deliverables to be provided to Buyer which that contain intellectual property not assignable or licensable to Buyer as provided in this SectionSection 35. H. Supplier shall not modify the production process(es), or move the production line(s) without notification and consent of Buyer. Buyer requires 180 days’ prior written notice to requalify a first article produced via the new process or on the new production line prior to change or relocation of existing production process(es)/line(s).

New Developments. A. Supplier represents and warrants that Supplier has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would adversely affect Supplier's performance hereunder or Buyer's exclusive right to Developments (defined below), and Supplier agrees that Supplier shall not enter into any such conflicting agreement during the term of this Agreement. B. Supplier agrees that all works of authorship, inventions, improvements, developments, and discoveries conceived, made, or discovered by Supplier, solely or in collaboration with others, in the course of its performance of Services or the development of deliverables for Buyer hereunder as well as all patents, copyrights, trade secrets, trademarks, and other intellectual property rights therein and thereto (collectively, "Developments"), are the sole property of Buyer. Supplier agrees to assign (or cause to be assigned) and does hereby assign fully to Buyer all such Developments. C. Supplier agrees to assist Buyer, or its designee, at Buyer's expense, in every proper way, to secure Buyer's rights in the Developments, including the disclosure to Buyer of all pertinent information and data with respect thereto and the execution of all applications, specifications, oaths, assignments, and all other instruments which Buyer may deem necessary in order to apply for and obtain such rights and in order to assign and convey to Buyer, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and to such Developments, including (without limitation) the Certificate of Originality set forth on Addendum E and the Assignment of Intellectual Property set forth on Addendum F. Supplier further agrees that Supplier's obligation to execute or cause to be executed, when it is in Supplier's power to do so, any such application, specification, oath assignment, or other instrument shall continue after the termination of this Agreement. Supplier further agrees to assist Buyer in enforcing all patents, trademarks, copyrights, trade secrets, or other ownership rights to protect Buyer's exclusive interest in Developments. D. [*]Supplier agrees that if in the course of performing the Services, Supplier incorporates into any Development developed hereunder any invention, improvement, development, concept, discovery, or other proprietary information owned by Supplier or in which Supplier has an interest ("Supplier IP"), Buyer is hereby granted and shall have a nonexclusive, royalty free, perpetual, irrevocable, worldwide license, including the right to sublicense, under any such Supplier IP, to make, have made, use, import, prepare derivative works of, reproduce, have reproduced, perform, display, offer to sell, sell, or otherwise distribute such invention, improvement, development, concept, discovery, or the proprietary information as part of or in connection with such Development. E. Supplier represents, warrants, and agrees that it will not incorporate any third party intellectual property into any Development or deliverable provided hereunder without notifying and obtaining the prior written approval of Buyer. F. Supplier hereby waives any and all moral rights, including the right to identification of authorship or limitation on subsequent modification, that Supplier (or its employees) has or may have in any invention, materials, or other deliverables assigned to Buyer hereunder. G. Supplier warrants that: (1) all of its employees or contractors who perform work for it hereunder will have entered into written agreements with Supplier which ensure that the work they do is subject to the terms and conditions of this Section 24; and (2) it will not incorporate any Developments into deliverables to be provided to Buyer which contain intellectual property not assignable or licensable to Buyer as provided in this Section