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 in the Certificate of Originality Addendum and the Assignment of Intellectual Property set forth in the Assignment of Intellectual Property Addendum. 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. 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 25; 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 25.

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 in the Certificate of Originality on Addendum E and the Assignment of Intellectual Property set forth in the Assignment of Intellectual Property Addendum. on Addendum F. 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 2524; 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 25.Section

New Developments. A. Supplier represents (a) BreconRidge agrees that, upon BreconRidge’s receipt of Customer’s payment for the applicable services hereunder, and warrants that Supplier has no outstanding agreement or obligation that is unless otherwise agreed to in conflict with a particular Statement of Work, all designs (if any of the provisions of are provided pursuant to 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 authorshipplans, reports, drawings, schematics, prototypes, models, inventions, copyrights, Product improvements, developments, software (including test software) and discoveries conceived, all other information and items made, developed or discovered conceived by SupplierBreconRidge or by its employees, solely or in collaboration with otherscontract personnel, in agents and subcontractors during the course of its performance of Services or performing such services under this Agreement and related principally to the development of deliverables for Buyer hereunder as well as Products (the “New Developments”) and all patents, copyrights, trade secrets, trademarks, and other intellectual property rights therein in the New Developments are assigned to Customer as its sole and thereto exclusive property. (collectivelyb) BreconRidge shall execute and cause its employees, “Developments”)contract personnel, are 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 sole property of Buyer. Supplier agrees to assign (or cause to be assigned) and does hereby assign fully to Buyer all such New Developments. C. Supplier agrees (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 may be used by BreconRidge to assist Buyer(i) manufacture, assemble or test Products, or its designee(ii) to design production means or the processes by which Products are manufactured, at Buyer’s expenseassembled, in every proper way, or tested and any improvements or modifications thereto. BreconRidge owns or has the right to secure Buyer’s use all of the intellectual property rights in its Background Property which Background Property is not incorporated into the New 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 in the Certificate of Originality Addendum and the Assignment of Intellectual Property set forth in the Assignment of Intellectual Property Addendum. 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. Buyer Customer acknowledges and agrees that Supplier this Agreement shall retain sole and exclusive not affect the ownership of, nor convey any licenses or rights under any 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 intellectual property rights in the course 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 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 Background Property to sublicense, under any such Supplier IP, to make, have made, use, importdistribute, prepare derivative works of, reproduce, have reproduced, perform, display, offer to sell, sell, modify or otherwise distribute such invention, improvement, development, concept, discovery, or other proprietary information as part repair any of or in connection with such Developmentthe Products supplied by BreconRidge under this Agreement. 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 25; 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 25.

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 Buyer’s Intel'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 in the Certificate of Originality Addendum and the Assignment of Intellectual Property set forth in the Assignment of Intellectual Property Addendum. 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 Intel's 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. 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 12.3 All documentation developed by Supplier and connected with Supplier's services to Intel hereunder or in which Supplier has an interest (Supplier IP). Notwithstanding associated with deliverables assigned to Intel pursuant to the foregoing, shall be the exclusive property of Intel. Upon Intel's request, Supplier shall make all such documentation available to Intel. 12.4 Supplier agrees that if in the course of performing the Services, to allow Intel and Supplier incorporates any to jointly escort Intel customers and/or suppliers through 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 Developmentfacilities. 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 25; 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 25.

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 in the Certificate of Originality on Addendum E and the Assignment of Intellectual Property set forth in the Assignment of Intellectual Property Addendum. on Addendum F. 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 Supplier agrees that if in the course of performing the Services, Supplier shall retain sole and exclusive ownership of and/or an unrestricted right to license, 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"). 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 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 2524; 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 25.Section

New Developments. A. Supplier represents and warrants that Supplier has no outstanding agreement All ideas, inventions (whether 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 belownot patentable), concepts, knowhow, methods, methodologies, processes, algorithms, techniques, compilations, software and Supplier agrees that Supplier shall not enter into any such conflicting agreement during the term of this Agreement. B. Supplier agrees that all other works of authorship, inventions, improvements, developments, and discoveries conceived, made, authorship of any nature created or discovered developed by Supplier, solely or in collaboration with others, in Contractor during the course of its performance of Services this Agreement or any Statement of Work ("New Developments") shall be Buyer's exclusive property. All New Developments that are works of authorship to which copyright laws might apply are "works made for hire" under applicable copyright laws; and all New Developments are within the development scope of deliverables what Buyer is purchasing from Contractor pursuant to this Agreement and the Statements of Work. Contractor hereby assigns to Buyer all of Contractor's right, title and interest, past, present and future, in all New Developments. To avoid any doubt, such rights include though are not limited to all rights of action past, present and future and whether actual or contingent, and Buyer may apply for Buyer hereunder as well as all or register any patents, copyrights, trade secrets, trademarks, copyrights and other protection it deems advisable in the United States, in all other countries worldwide and under any applicable treaties. Contractor agrees to take, at Buyer's expense, such action as Buyer may reasonably request to perfect Buyer's title to all New Developments (and intellectual property rights therein therein) in terms of this Clause 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 defend such rights and to obtain and maintain such protection. To the extent that any such New Developments are not specified in order the Statement of Work as fully exclusive to assign Buyer and convey include material that is of a nature such that it may be used for applications other than those that are primary business processes of Buyer or Buyer's clients ("Non-specific Material"), Buyer will, upon reasonable request specifying the desired usage by Contractor, grant to Contractor a perpetual, royalty free non-exclusive license to make, use, sell, copy, distribute and make derivative works from such Nonspecific Material for applications that are not in competition with products or services offered by Buyer (subject, in all cases, to Contractor's obligations to protect Buyer's Confidential Information and the rights of Buyer's client under any applicable prime contract). Notwithstanding anything in this Section _4.3 to the contrary, its successorsBuyer acknowledges that Contractor through previous study and work experience has developed certain skills and expertise in Contractor's specialized areas of service. In the course of Contractor's performance under Statements of Work, assignsit is anticipated that Contractor will enhance those skills and expertise, and nominees and, subject to compliance with the sole and exclusive rights, title, and interest in and to such Developments, including (without limitation) the Certificate of Originality Contractor's obligations set forth in the Certificate of Originality Addendum this Agreement regarding Confidential Information and the Assignment of Intellectual Property set forth in the Assignment of Intellectual Property Addendum. Supplier further agrees that Supplier’s obligation intellectual property, nothing herein is intended or will be construed 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. Buyer acknowledges and agrees that Supplier shall retain sole and exclusive ownership of and/or an unrestricted limit Contractor's right to license, use such skills and expertise at 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 Developmenttime. 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 25; 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 25.

New Developments. A. Supplier represents and warrants that Supplier has no outstanding agreement All ideas, inventions (whether 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 belownot patentable), concepts, knowhow, methods, methodologies, processes, algorithms, techniques, compilations, software and Supplier agrees that Supplier shall not enter into any such conflicting agreement during the term of this Agreement. B. Supplier agrees that all other works of authorship, inventions, improvements, developments, and discoveries conceived, made, authorship of any nature created or discovered developed by Supplier, solely or in collaboration with others, in Contractor during the course of its performance of Services this Agreement or any Statement of Work ("NEW DEVELOPMENTS") shall be Buyer's exclusive property. All New Developments that are works of authorship to which copyright laws might apply are "works made for hire" under applicable copyright laws; and all New Developments are within the development scope of deliverables what Buyer is purchasing from Contractor pursuant to this Agreement and the Statements of Work. Contractor hereby assigns to Buyer all of Contractor's right, title and interest, past, present and future, in all New Developments. To avoid any doubt, such rights include though are not limited to all rights of action past, present and future and whether actual or contingent, and Buyer may apply for Buyer hereunder as well as all or register any patents, copyrights, trade secrets, trademarks, copyrights and other protection it deems advisable in the United States, in all other countries worldwide and under any applicable treaties. Contractor agrees to take, at Buyer's expense, such action as Buyer may reasonably request to perfect Buyer's title to all New Developments (and intellectual property rights therein therein) in terms of this Clause 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 defend such rights and to obtain and maintain such protection. To the extent that any such New Developments are not specified in order the Statement of Work as fully exclusive to assign Buyer and convey include material that is of a nature such that it may be used for applications other than those that are primary business processes of Buyer or Buyer's clients ("NON-SPECIFIC MATERIAL"), Buyer will, upon reasonable request specifying the desired usage by Contractor, grant to Contractor a perpetual, royalty-free non-exclusive license to make, use, sell, copy, distribute and make derivative works from such Non-specific Material for applications that are not in competition with products or services offered by Buyer (subject, in all cases, to Contractor's obligations to protect Buyer's Confidential Information and the rights of Buyer's client under any applicable prime contract). Notwithstanding anything in this Section 4.3 to the contrary, its successorsBuyer acknowledges that Contractor through previous study and work experience has developed certain skills and expertise in Contractor's specialized areas of service. In the course of Contractor's performance under Statements of Work, assignsit is anticipated that Contractor will enhance those skills and expertise, and nominees and, subject to compliance with the sole and exclusive rights, title, and interest in and to such Developments, including (without limitation) the Certificate of Originality Contractor's obligations set forth in the Certificate of Originality Addendum this Agreement regarding Confidential Information and the Assignment of Intellectual Property set forth in the Assignment of Intellectual Property Addendum. Supplier further agrees that Supplier’s obligation intellectual property, nothing herein is intended or will be construed 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. Buyer acknowledges and agrees that Supplier shall retain sole and exclusive ownership of and/or an unrestricted limit Contractor's right to license, use such skills and expertise at 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 Developmenttime. 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 25; 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 25.

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 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, “Developments”"Devel- 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 ▇▇▇▇▇'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 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 in the Certificate of Originality Addendum Originality, and the Buyer’s Assignment of Intellectual Property set forth in the Assignment of Intellectual Property Addendum(available upon request). 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 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. 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 DevelopmentDevelopment 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 2526; 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 Section 2535. 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 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 BuyerIntel’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 BuyerIntel’s expense, in every proper way, way to secure BuyerIntel’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 in the Certificate of Originality Addendum and the Assignment of Intellectual Property set forth in the Assignment of Intellectual Property Addendum. 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 BuyerIntel’s exclusive interest in Developments. D. Buyer 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. Intel acknowledges and agrees that Supplier 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 Supplier You or in which Supplier has You have an interest (Supplier “Your IP”). Notwithstanding the foregoing, Supplier You agrees that if in the course of performing the Servicesservices, Supplier incorporates You incorporate any Supplier of Your IP into any Development, Buyer Intel is hereby granted and shall have a nonexclusive, royalty free, perpetual, irrevocable, worldwide license, including the right to sublicense, license under any such Supplier IP, 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. E. Supplier representsF. You represent, warrantswarrant, and agrees agree that it 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 25; 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 Section 258. 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 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 Buyer’s rights Intel's 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 in the Certificate of Originality Addendum and the Assignment of Intellectual Property set forth 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 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. Buyer Yurcor acknowledges and agrees that Supplier shall retain sole and exclusive ownership of and/or an 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 i f in the course of performing the Services, Supplier incorporates any Supplier IP into any DevelopmentDevelopment developed under this Agreement, Buyer Intel is hereby granted and shall have a nonexclusive, royalty free, perpetual, irrevocablei 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 25New 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 Section 25New 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.