Common use of Proprietary Developments Clause in Contracts

Proprietary Developments. (a) The Executive acknowledges that he has been an employee and officer of the Company and its predecessor during the development of the software and Intellectual Property, as defined herein, currently owned by the Company, and the Executive makes no claim to any right, title or interest (including patent rights, copyrights, trade secret rights, trademark rights, sui generic database rights, and all other intellectual property rights of any sort throughout the world), made or conceived or reduced to practice, in whole or in part, by Executive during such employment by the Company and its predecessors that relate to such Intellectual Property. Any and all inventions (whether or not patentable), products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, patent rights, copyrights, sui generis database rights, designs, designations, know-how, ideas, trademarks and works of authorship (collectively, hereinafter referred to as "Intellectual Property"), made, developed or created by the Executive (alone or in conjunction with others, during regular hours of work or otherwise) during the Executive's employment by the Company and its predecessors, which may be directly or indirectly useful in, or relate to, business conducted or to be conducted by the Company shall be the Company's exclusive property and will be promptly disclosed by the Executive to the Company. To the fullest extent permitted by law, such Intellectual Property shall be deemed works made for hire. (b) Executive hereby transfers and assigns to the Company or its designated affiliate any right, title or interest which Executive may have or acquire in any such Intellectual Property (including patent rights, copyrights, trade secret rights, trademark rights, sui generis database rights, and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Executive, (i) during the Term that relate to the subject matter of, or arise out of, his services to the Company, (ii) are referred to in clause (a) above, or (iii) constitute any Proprietary Information (as defined below) (collectively, "Inventions"). Executive will promptly disclose and provide all Inventions to Company. Executive waives any license or other special right which Executive may have or accrue therein. Executive agrees to execute any documents and to take any actions that may be required, as reasonably determined by the Company's counsel, to effect and confirm such transfer, assignment and waiver. Executive shall further assist Company, at its request and expense, to further evidence, record and perfect such assignments and to perfect, obtain, maintain, enforce and defend any rights assigned. Executive hereby irrevocably designates and appoints the Company as its agent and attorney-in-fact to act for and in Executive's behalf to execute and file any documents and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant. The Executive shall, upon the Company's request, execute any documents necessary or advisable in the opinion of the Company's counsel to direct the issuance of patents, trademarks or copyrights to the Company or its designated affiliate with respect to such Intellectual Property as are to be the Company's exclusive property under this Section 10 or to vest in the Company or such affiliate title to such Intellectual Property, the expense of securing any patent, trademark or copyright, however, to be borne by the Company or such affiliate. The Executive will keep confidential and will hold for sole benefit of the Company any Intellectual Property which is to be their exclusive property under this Section 10 for which no patent, trademark or copyright is issued. (c) Executive agrees that all Inventions and all other business, customer, marketing, technical and financial information (including, without limitation, the identity of and information relating to the Company's customers or employees) that Executive developed, learned or obtained for or about the Company and its predecessors, or that Executive develops, learns or obtains during the Term that relate to the Company or the business or that are received by or for the Company in confidence, constitute "Proprietary Information," provided that Proprietary Information shall not include information in the public domain through no fault of Executive. Executive will hold in confidence and not disclose or, except in performing the services hereunder, use any Proprietary Information. Upon termination of this Agreement, and as otherwise requested by Company, Executive will promptly return to Company all items and copies containing or embodying Proprietary Information, except that Executive may keep personal copies of his compensation records and this Agreement. (d) As additional protection for Proprietary Information, Executive agrees that during the Term and for one year thereafter, Executive will not encourage or solicit any employee or consultant of Company to leave Company for any reason. As further protection, Executive will not engage in any activity that is in any way competitive with the business of the Company, and Executive will not assist any other person or organization in competing or in preparing to compete with any business of Company. (e) The Executive agrees that non-public terms of Intellectual Property shall constitute Confidential Information within the meaning of Section 9. (f) The foregoing provisions of this Section 10 shall be binding upon the Executive's heirs and legal representatives. The agreements of the Executive in this Section shall be enforceable by injunction and shall survive the termination of this Agreement

Proprietary Developments. (a) The Executive acknowledges that he has been an employee and officer of the Company and its predecessor during the development of the software and Intellectual Property, as defined herein, currently owned by the Company, and the Executive makes no claim to any right, title or interest (including patent rights, copyrights, trade secret rights, trademark rights, sui generic database rights, and all other intellectual property rights of any sort throughout the world), made or conceived or reduced to practice, in whole or in part, by Executive during such employment by the Company and its predecessors that relate to such Intellectual Property. Any and all inventions (whether or not patentable)inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, patent rights, copyrights, sui generis database rights, designs, designations, know-how, ideas, trademarks and works of authorship (collectively, hereinafter referred to as "Intellectual Property"), made, developed or created by the Executive (alone or in conjunction with others, during regular hours of work or otherwise) during the Executive's employment by the Company and its predecessorsCompanies, which may be directly or indirectly useful in, or relate to, business conducted or to be conducted by the Company Companies shall be the Company's Companies' exclusive property and will be promptly disclosed by the Executive to the CompanyCompanies. The term "Intellectual Property" shall not be deemed to include inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, trademarks or works of authorship which were in the possession of the Executive prior to the Executive's employment by the Companies and which were not obtained from or through the Companies. To the fullest extent permitted by law, such Intellectual Property shall be deemed works made for hire. (b) . Executive hereby transfers and assigns to the Company or its designated affiliate any right, title or interest proprietary rights which Executive may have or acquire in any such Intellectual Property (including patent rights, copyrights, trade secret rights, trademark rights, sui generis database rightsProperty, and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Executive, (i) during the Term that relate to the subject matter of, or arise out of, his services to the Company, (ii) are referred to in clause (a) above, or (iii) constitute any Proprietary Information (as defined below) (collectively, "Inventions"). Executive will promptly disclose and provide all Inventions to Company. Executive waives any license or other special right which Executive may have or accrue therein. Executive agrees to execute any documents and to take any actions that may be required, as reasonably determined by the Company's counsel, to effect and confirm such transfer, assignment and waiver. Executive shall further assist Company, at its request and expense, to further evidence, record and perfect such assignments and to perfect, obtain, maintain, enforce and defend any rights assigned. Executive hereby irrevocably designates and appoints the Company as its agent and attorney-in-fact to act for and in Executive's behalf to execute and file any documents and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant. The Executive shallwill, upon the Company's request, execute any documents necessary or advisable in the opinion of the Company's counsel to direct the issuance of patents, trademarks or copyrights to the Company or its designated affiliate with respect to such Intellectual Property as are to be the Company's Companies' exclusive property under this Section 10 8 or to vest in the Company or such affiliate title to such Intellectual Property, the expense of securing any patent, trademark or copyright, however, to be borne by the Company or such affiliate. The Executive will keep confidential and will hold for sole benefit of the Company Companies any Intellectual Property which is to be their exclusive property under this Section 10 8 for which no patent, trademark or copyright is issued. (c) Executive agrees that all Inventions and all other business, customer, marketing, technical and financial information (including, without limitation, the identity of and information relating to the Company's customers or employees) that Executive developed, learned or obtained for or about the Company and its predecessors, or that Executive develops, learns or obtains during the Term that relate to the Company or the business or that are received by or for the Company in confidence, constitute "Proprietary Information," provided that Proprietary Information shall not include information in the public domain through no fault of Executive. Executive will hold in confidence and not disclose or, except in performing the services hereunder, use any Proprietary Information. Upon termination of this Agreement, and as otherwise requested by Company, Executive will promptly return to Company all items and copies containing or embodying Proprietary Information, except that Executive may keep personal copies of his compensation records and this Agreement. (d) As additional protection for Proprietary Information, Executive agrees that during the Term and for one year thereafter, Executive will not encourage or solicit any employee or consultant of Company to leave Company for any reason. As further protection, Executive will not engage in any activity that is in any way competitive with the business of the Company, and Executive will not assist any other person or organization in competing or in preparing to compete with any business of Company. (e) The Executive agrees that non-public terms of Intellectual Property shall constitute Confidential Information within the meaning of Section 9. (f) 7(a). The foregoing provisions of this Section 10 8 shall be binding upon the Executive's heirs and legal representatives. The agreements of the Executive in this Section shall be enforceable by injunction and shall survive the termination of this Agreement.

Proprietary Developments. (a) The Executive acknowledges that he has been an employee and officer of the Company and its predecessor during the development of the software and Intellectual Property, as defined herein, currently owned by the Company, and the Executive makes no claim to any right, title or interest (including patent rights, copyrights, trade secret rights, trademark rights, sui generic database rights, and all other intellectual property rights of any sort throughout the world), made or conceived or reduced to practice, in whole or in part, by Executive during such employment by the Company and its predecessors that relate to such Intellectual Property. 6.2.1 Any and all inventions (whether or not patentable)inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, patent rights, copyrights, sui generis database rights, designs, designations, know-how, ideas, trademarks and works of authorship or formulae (collectively, hereinafter referred to as "Intellectual Property"“Developments”), made, developed conceived, developed, or created by the Executive Participant (alone or in conjunction with others, during regular work hours of work or otherwise) during the Executive's Participant’s employment by the Company and its predecessors, which may be directly or indirectly useful in, or relate to, the business conducted or to be conducted by the Company shall be the Company's exclusive property and will be promptly disclosed by Participant to the Executive Company and shall be the Company’s exclusive property. The term “Developments” shall not be deemed to include inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, or formulae which were in the possession of Participant prior to the commencement of Participant’s employment with the Company. To the fullest extent permitted by law, such Intellectual Property shall be deemed works made for hire. (b) Executive Participant hereby transfers and assigns to the Company or its designated affiliate any right, title or interest all proprietary rights which Executive Participant may have or acquire in any such Intellectual Property (including patent rights, copyrights, trade secret rights, trademark rights, sui generis database rights, Developments and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Executive, (i) during the Term that relate to the subject matter of, or arise out of, his services to the Company, (ii) are referred to in clause (a) above, or (iii) constitute any Proprietary Information (as defined below) (collectively, "Inventions"). Executive will promptly disclose and provide all Inventions to Company. Executive Participant waives any license or other special right which Executive Participant may have or accrue therein. Executive agrees to Participant will execute any documents and agrees to take any actions that may be required, as reasonably determined by in the reasonable determination of Company's ’s counsel, to effect and confirm such transferassignment, assignment transfer and waiver. Executive shall further assist Company, at its request and expense, to further evidence, record and perfect such assignments and to perfect, obtain, maintain, enforce and defend any rights assigned. Executive hereby irrevocably designates and appoints the Company as its agent and attorney-in-fact to act for and in Executive's behalf to execute and file any documents and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant. The Executive shall, upon the Company's request, execute any documents necessary or advisable in the opinion of the Company's counsel to direct the issuance of patents, trademarks trademarks, or copyrights to the Company or its designated affiliate with respect to such Intellectual Property Developments as are to be the Company's ’s exclusive property under this Section 10 or to vest in the Company or such affiliate title to such Intellectual PropertyDevelopments; provided, however, that the expense of securing any patent, trademark or copyright, however, to copyright shall be borne by the Company or such affiliateCompany. The Executive will keep confidential parties agree that Developments shall constitute Confidential Information. 6.2.2 “Work Made for Hire.” Any work performed by Participant during Participant’s employment with Company shall be considered a “Work Made for Hire” as defined in the U.S. Copyright laws, and will hold shall be owned by and for sole the express benefit of the Company any Intellectual Property which is Company. In the event it should be established that such work does not qualify as a Work Made for Hire, Participant agrees to be their exclusive property under this Section 10 for which no patent, trademark or copyright is issued. (c) Executive agrees that all Inventions and all other business, customer, marketing, technical and financial information (including, without limitation, the identity of and information relating to the Company's customers or employees) that Executive developed, learned or obtained for or about the Company and its predecessors, or that Executive develops, learns or obtains during the Term that relate does hereby assign to the Company or the business or that are received by or for the Company in confidenceall of Participant’s right, constitute "Proprietary Information," provided that Proprietary Information shall not include information in the public domain through no fault of Executive. Executive will hold in confidence and not disclose or, except in performing the services hereunder, use any Proprietary Information. Upon termination of this Agreementtitle, and as otherwise requested by Companyinterest in such work product including, Executive will promptly return to Company but not limited to, all items copyrights and copies containing or embodying Proprietary Information, except that Executive may keep personal copies of his compensation records and this Agreementother proprietary rights. (d) As additional protection for Proprietary Information, Executive agrees that during the Term and for one year thereafter, Executive will not encourage or solicit any employee or consultant of Company to leave Company for any reason. As further protection, Executive will not engage in any activity that is in any way competitive with the business of the Company, and Executive will not assist any other person or organization in competing or in preparing to compete with any business of Company. (e) The Executive agrees that non-public terms of Intellectual Property shall constitute Confidential Information within the meaning of Section 9. (f) The foregoing provisions of this Section 10 shall be binding upon the Executive's heirs and legal representatives. The agreements of the Executive in this Section shall be enforceable by injunction and shall survive the termination of this Agreement

Proprietary Developments. (a) The Executive acknowledges that he has been an employee and officer of the Company and its predecessor during the development of the software and Intellectual Property, as defined herein, currently owned by the Company, and the Executive makes no claim to any right, title or interest (including patent rights, copyrights, trade secret rights, trademark rights, sui generic database rights, and all other intellectual property rights of any sort throughout the world), made or conceived or reduced to practice, in whole or in part, by Executive during such employment by the Company and its predecessors that relate to such Intellectual Property. 8.2.1 Any and all inventions (whether or not patentable)inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, patent rights, copyrights, sui generis database rights, designs, designations, know-how, ideas, trademarks and works of authorship or formulae (collectively, hereinafter referred to as "Intellectual Property"“Developments”), made, developed conceived, developed, or created by the Executive Optionee (alone or in conjunction with others, during regular work hours of work or otherwise) during the Executive's Optionee’s employment by the Company and its predecessors, which may be directly or indirectly useful in, or relate to, the business conducted or to be conducted by the Company shall be the Company's exclusive property and will be promptly disclosed by Optionee to the Executive Company and shall be the Company’s exclusive property. The term “Developments” shall not be deemed to include inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, or formulae which were in the possession of Optionee prior to the commencement of Optionee’s employment with the Company. To the fullest extent permitted by law, such Intellectual Property shall be deemed works made for hire. (b) Executive Optionee hereby transfers and assigns to the Company or its designated affiliate any right, title or interest all proprietary rights which Executive Optionee may have or acquire in any such Intellectual Property (including patent rights, copyrights, trade secret rights, trademark rights, sui generis database rights, Developments and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Executive, (i) during the Term that relate to the subject matter of, or arise out of, his services to the Company, (ii) are referred to in clause (a) above, or (iii) constitute any Proprietary Information (as defined below) (collectively, "Inventions"). Executive will promptly disclose and provide all Inventions to Company. Executive Optionee waives any license or other special right which Executive Optionee may have or accrue therein. Executive agrees to Optionee will execute any documents and agrees to take any actions that may be required, as reasonably determined by in the reasonable determination of Company's ’s counsel, to effect and confirm such transferassignment, assignment transfer and waiver. Executive shall further assist Company, at its request and expense, to further evidence, record and perfect such assignments and to perfect, obtain, maintain, enforce and defend any rights assigned. Executive hereby irrevocably designates and appoints the Company as its agent and attorney-in-fact to act for and in Executive's behalf to execute and file any documents and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant. The Executive shall, upon the Company's request, execute any documents necessary or advisable in the opinion of the Company's counsel to direct the issuance of patents, trademarks trademarks, or copyrights to the Company or its designated affiliate with respect to such Intellectual Property Developments as are to be the Company's ’s exclusive property under this Section 10 or to vest in the Company or such affiliate title to such Intellectual PropertyDevelopments; provided, however, that the expense of securing any patent, trademark or copyright, however, to copyright shall be borne by the Company or such affiliateCompany. The Executive will keep confidential parties agree that Developments shall constitute Confidential Information. 8.2.2 “Work Made for Hire.” Any work performed by Optionee during Optionee’s employment with Company shall be considered a “Work Made for Hire” as defined in the U.S. Copyright laws, and will hold shall be owned by and for sole the express benefit of the Company any Intellectual Property which is Company. In the event it should be established that such work does not qualify as a Work Made for Hire, Optionee agrees to be their exclusive property under this Section 10 for which no patent, trademark or copyright is issued. (c) Executive agrees that all Inventions and all other business, customer, marketing, technical and financial information (including, without limitation, the identity of and information relating to the Company's customers or employees) that Executive developed, learned or obtained for or about the Company and its predecessors, or that Executive develops, learns or obtains during the Term that relate does hereby assign to the Company or the business or that are received by or for the Company in confidenceall of Optionee’s right, constitute "Proprietary Information," provided that Proprietary Information shall not include information in the public domain through no fault of Executive. Executive will hold in confidence and not disclose or, except in performing the services hereunder, use any Proprietary Information. Upon termination of this Agreementtitle, and as otherwise requested by Companyinterest in such work product including, Executive will promptly return to Company but not limited to, all items copyrights and copies containing or embodying Proprietary Information, except that Executive may keep personal copies of his compensation records and this Agreementother proprietary rights. (d) As additional protection for Proprietary Information, Executive agrees that during the Term and for one year thereafter, Executive will not encourage or solicit any employee or consultant of Company to leave Company for any reason. As further protection, Executive will not engage in any activity that is in any way competitive with the business of the Company, and Executive will not assist any other person or organization in competing or in preparing to compete with any business of Company. (e) The Executive agrees that non-public terms of Intellectual Property shall constitute Confidential Information within the meaning of Section 9. (f) The foregoing provisions of this Section 10 shall be binding upon the Executive's heirs and legal representatives. The agreements of the Executive in this Section shall be enforceable by injunction and shall survive the termination of this Agreement

Proprietary Developments. The Company and the Employee agree as follows: Employee agrees promptly to fully disclose and assign and does hereby assign to the Company the entire right, title and interest throughout the world in and to all inventions, improvements, discoveries, know-how, trade secrets, processes, methods, designs, programs, machines, manufactures, compositions, apparatus or other products (a) The Executive "Inventions"), whether or not patentable, made or conceived or discovered or developed or reduced to practice, solely or jointly, by Employee during his term and in the scope of his employment with the Company: During working time chargeable to the Company, which relate in any manner to the Company's field of business interest or are suggested by or to Employee or result directly from work performed by Employee for the Company or are made by the use of the Company's facilities, supplies, materials, equipment or Confidential Information; or While on or partially on the Company's time, regardless of the nature of the Invention. Employee acknowledges that he all Inventions which are made by Employee (solely or jointly with others) within the scope of and during the term of this Agreement are "works made for hire" (to the greatest extent permitted by applicable law) for which Employee is compensated by the fees paid hereunder, but that, in the event any such Invention is deemed not to be a work made for hire, Employee hereby assigns all rights in such Invention to the Company. Employee has been an employee attached hereto, as Schedule B, a list describing with particularity all inventions, original works of authorship, developments, improvements, and officer trade secrets which were created or owned by Employee prior to the date of this Agreement (collectively referred to as "Prior Inventions"), which belong solely to Employee or belong to Employee jointly with another, which relate in any way to any of the Company's proposed businesses, products or research and development, and which are not assigned to the Company and its predecessor during hereunder; or, if no such list is attached, Employee represents that there are no such Prior Inventions. If, in the development course of the software and Intellectual PropertyEmployee's employment, as defined hereinEmployee incorporates into a Company product, currently process or machine a Prior Invention owned by Employee or in which Employee has an interest, Employee hereby grants the Company, and the Executive makes no claim Company shall have, a non-exclusive, irrevocable, perpetual, worldwide license to any rightmake, title have made, copy, modify, make derivative works of, use, sell and otherwise distribute such Prior Invention as part of or interest (in connection with such product, process or machine. Employee will cooperate with the Company in all lawful ways in order to carry into effect the provisions of this Section, including patent rights, copyrights, trade secret rights, trademark rights, sui generic database rights, and all other intellectual property rights the execution of any sort throughout the world), made papers or conceived or reduced to practice, in whole or in part, by Executive during such employment documents deemed by the Company and its predecessors that relate to such Intellectual Property. Any and all inventions (whether be desirable or not patentable), products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, patent rights, copyrights, sui generis database rights, designs, designations, know-how, ideas, trademarks and works of authorship (collectively, hereinafter referred necessary to as "Intellectual Property"), made, developed or created by the Executive (alone or in conjunction with others, during regular hours of work or otherwise) during the Executive's employment by enable the Company to apply for, secure, maintain and its predecessorsenforce patent or copyright protection thereon in the United States of America and in foreign countries including, which may be directly or indirectly useful inbut not limited to applications, or relate to, business conducted or to be conducted by the Company shall be the Company's exclusive property and will be promptly disclosed by the Executive to the Company. To the fullest extent permitted by law, such Intellectual Property shall be deemed works made for hire. (b) Executive hereby transfers and assigns to the Company or its designated affiliate any right, title or interest which Executive may have or acquire in any such Intellectual Property (including patent rights, copyrights, trade secret rights, trademark rights, sui generis database rights, and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Executive, (i) during the Term that relate to the subject matter of, or arise out of, his services to the Company, (ii) are referred to in clause (a) above, or (iii) constitute any Proprietary Information (as defined below) (collectively, "Inventions"). Executive will promptly disclose and provide all Inventions to Company. Executive waives any license or other special right which Executive may have or accrue therein. Executive agrees to execute any documents and to take any actions that may be required, as reasonably determined by the Company's counsel, to effect and confirm such transfer, assignment and waiver. Executive shall further assist Company, at its request and expense, to further evidence, record and perfect such assignments and to perfect, obtain, maintain, enforce other legal instruments and defend any rights assignedproviding testimony. Executive hereby irrevocably designates and appoints the Company as its agent and attorney-in-fact to act for and in Executive's behalf to execute and file any documents and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant. The Executive shall, upon the Company's request, execute any documents necessary or advisable in the opinion of the Company's counsel to direct the issuance of patents, trademarks or copyrights to the Company or its designated affiliate with respect to such Intellectual Property as are to be the Company's exclusive property under this Section 10 or to vest in the Company or such affiliate title to such Intellectual Property, the expense of securing any patent, trademark or copyright, however, to be borne by the Company or such affiliate. The Executive will keep confidential and will hold for sole benefit of the Company any Intellectual Property which is to be their exclusive property under this Section 10 for which no patent, trademark or copyright is issued. (c) Executive agrees that all Inventions and all other business, customer, marketing, technical and financial information (including, without limitation, the identity of and information relating to the Company's customers or employees) that Executive developed, learned or obtained for or about the Company and its predecessors, or that Executive develops, learns or obtains during the Term that relate to the Company or the business or that are received by or for the Company in confidence, constitute "Proprietary Information," provided that Proprietary Information Employee shall not include information in the public domain through no fault of Executive. Executive will hold in confidence and not disclose or, except in performing the services hereunder, use receive any Proprietary Information. Upon termination of this Agreement, and as otherwise requested by Company, Executive will promptly return to Company all items and copies containing or embodying Proprietary Information, except that Executive may keep personal copies of his additional compensation records and this Agreementfor such cooperation. (d) As additional protection for Proprietary Information, Executive agrees that during the Term and for one year thereafter, Executive will not encourage or solicit any employee or consultant of Company to leave Company for any reason. As further protection, Executive will not engage in any activity that is in any way competitive with the business of the Company, and Executive will not assist any other person or organization in competing or in preparing to compete with any business of Company. (e) The Executive agrees that non-public terms of Intellectual Property shall constitute Confidential Information within the meaning of Section 9. (f) The foregoing provisions of this Section 10 shall be binding upon the Executive's heirs and legal representatives. The agreements of the Executive in this Section shall be enforceable by injunction and shall survive the termination of this Agreement

Proprietary Developments. (a) The Executive acknowledges that he she has been an employee and officer of the Company and its predecessor during the development of the software and Intellectual Property, as defined herein, currently owned by the Company, and the Executive makes no claim to any right, title or interest (including patent rights, copyrights, trade secret rights, trademark rights, sui generic database rights, and all other intellectual property rights of any sort throughout the world), made or conceived or reduced to practice, in whole or in part, by Executive during such employment by the Company and its predecessors that relate to such Intellectual Property. Any and all inventions (whether or not patentable), products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, patent rights, copyrights, sui generis database rights, designs, designations, know-how, ideas, trademarks and works of authorship (collectively, hereinafter referred to as "Intellectual Property"), made, developed or created by the Executive (alone or in conjunction with others, during regular hours of work or otherwise) during the Executive's employment by the Company and its predecessors, which may be directly or indirectly useful in, or relate to, business conducted or to be conducted by the Company shall be the Company's exclusive property and will be promptly disclosed by the Executive to the Company. To the fullest extent permitted by law, such Intellectual Property shall be deemed works made for hire. (b) Executive hereby transfers and assigns to the Company or its designated affiliate any right, title or interest which Executive may have or acquire in any such Intellectual Property (including patent rights, copyrights, trade secret rights, trademark rights, sui generis database rights, and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Executive, (i) during the Term that relate to the subject matter of, or arise out of, his her services to the Company, (ii) are referred to in clause (a) above, or (iii) constitute any Proprietary Information (as defined below) (collectively, "Inventions"). Executive will promptly disclose and provide all Inventions to Company. Executive waives any license or other special right which Executive may have or accrue therein. Executive agrees to execute any documents and to take any actions that may be required, as reasonably determined by the Company's counsel, to effect and confirm such transfer, assignment and waiver. Executive shall further assist Company, at its request and expense, to further evidence, record and perfect such assignments and to perfect, obtain, maintain, enforce and defend any rights assigned. Executive hereby irrevocably designates and appoints the Company as its agent and attorney-in-fact to act for and in Executive's behalf to execute and file any documents and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant. The Executive shall, upon the Company's request, execute any documents necessary or advisable in the opinion of the Company's counsel to direct the issuance of patents, trademarks or copyrights to the Company or its designated affiliate with respect to such Intellectual Property as are to be the Company's exclusive property under this Section 10 or to vest in the Company or such affiliate title to such Intellectual Property, the expense of securing any patent, trademark or copyright, however, to be borne by the Company or such affiliate. The Executive will keep confidential and will hold for sole benefit of the Company any Intellectual Property which is to be their exclusive property under this Section 10 for which no patent, trademark or copyright is issued. (c) Executive agrees that all Inventions and all other business, customer, marketing, technical and financial information (including, without limitation, the identity of and information relating to the Company's customers or employees) that Executive developed, learned or obtained for or about the Company and its predecessors, or that Executive develops, learns or obtains during the Term that relate to the Company or the business or that are received by or for the Company in confidence, constitute "Proprietary Information," provided that Proprietary Information shall not include information in the public domain through no fault of Executive. Executive will hold in confidence and not disclose or, except in performing the services hereunder, use any Proprietary Information. Upon termination of this Agreement, and as otherwise requested by Company, Executive will promptly return to Company all items and copies containing or embodying Proprietary Information, except that Executive may keep personal copies of his her compensation records and this Agreement. (d) As additional protection for Proprietary Information, Executive agrees that during the Term and for one year thereafter, Executive will not encourage or solicit any employee or consultant of Company to leave Company for any reason. As further protection, Executive will not engage in any activity that is in any way competitive with the business of the Company, and Executive will not assist any other person or organization in competing or in preparing to compete with any business of Company. (e) The Executive agrees that non-public terms of Intellectual Property shall constitute Confidential Information within the meaning of Section 9. (f) The foregoing provisions of this Section 10 shall be binding upon the Executive's heirs and legal representatives. The agreements of the Executive in this Section shall be enforceable by injunction and shall survive the termination of this Agreement

Proprietary Developments. (a) The Executive acknowledges that he has been an employee and officer of the Company and its predecessor during the development of the software and Intellectual Property, as defined herein, currently owned by the Company, and the Executive makes no claim to any right, title or interest (including patent rights, copyrights, trade secret rights, trademark rights, sui generic database rights, and all other intellectual property rights of any sort throughout the world), made or conceived or reduced to practice, in whole or in part, by Executive during such employment by the Company and its predecessors that relate to such Intellectual Property. Any and all inventions (whether or not patentable)inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, patent rights, copyrights, sui generis database rights, designs, designations, know-how, ideas, trademarks and works of authorship (collectively, hereinafter referred to as "“Intellectual Property"”), made, developed or created by the Executive (alone or in conjunction with others, during regular hours of work or otherwise) during the Executive's ’s employment by the Company and its predecessorsCompanies, which may be directly or indirectly useful in, or relate to, business conducted or to be conducted by the Company Companies shall be the Company's Companies’ exclusive property and will be promptly disclosed by the Executive to the CompanyCompanies. The term “Intellectual Property” shall not be deemed to include, inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, trademarks or works of authorship which were in the possession of the Executive prior to the Executive’s employment by the Companies and which were not obtained from or through the Companies. To the fullest extent permitted by law, such Intellectual Property shall be deemed works made for hire. (b) . The Executive hereby transfers and assigns to the Company or its designated affiliate any right, title or interest proprietary rights which the Executive may have or acquire in any such Intellectual Property (including patent rights, copyrights, trade secret rights, trademark rights, sui generis database rightsProperty, and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Executive, (i) during the Term that relate to the subject matter of, or arise out of, his services to the Company, (ii) are referred to in clause (a) above, or (iii) constitute any Proprietary Information (as defined below) (collectively, "Inventions"). Executive will promptly disclose and provide all Inventions to Company. Executive waives any license or other special right which the Executive may have or accrue therein. The Executive agrees upon request to execute any documents and to take any actions that may be required, as reasonably determined by the Company's ’s counsel, to effect and confirm such transfer, assignment and waiver. Executive shall further assist Company, at its request and expense, to further evidence, record and perfect such assignments and to perfect, obtain, maintain, enforce and defend any rights assigned. Executive hereby irrevocably designates and appoints the Company as its agent and attorney-in-fact to act for and in Executive's behalf to execute and file any documents and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant. The Executive shallwill, upon the Company's ’s request, execute any documents necessary or advisable in the opinion of the Company's ’s counsel to direct the issuance of patents, trademarks or copyrights to the Company or its designated affiliate with respect to such Intellectual Property as are to be the Company's Companies’ exclusive property under this Section 10 8 or to vest in the Company or such affiliate title to such Intellectual Property, the expense of securing any patent, trademark or copyright, however, to be borne by the Company or such affiliate. The Executive will keep confidential and will hold for the sole benefit of the Company Companies any Intellectual Property which is to be their exclusive property under this Section 10 8 for which no patent, trademark or copyright is issued. (c) Executive agrees that all Inventions and all other business, customer, marketing, technical and financial information (including, without limitation, the identity of and information relating to the Company's customers or employees) that Executive developed, learned or obtained for or about the Company and its predecessors, or that Executive develops, learns or obtains during the Term that relate to the Company or the business or that are received by or for the Company in confidence, constitute "Proprietary Information," provided that Proprietary Information shall not include information in the public domain through no fault of Executive. Executive will hold in confidence and not disclose or, except in performing the services hereunder, use any Proprietary Information. Upon termination of this Agreement, and as otherwise requested by Company, Executive will promptly return to Company all items and copies containing or embodying Proprietary Information, except that Executive may keep personal copies of his compensation records and this Agreement. (d) As additional protection for Proprietary Information, Executive agrees that during the Term and for one year thereafter, Executive will not encourage or solicit any employee or consultant of Company to leave Company for any reason. As further protection, Executive will not engage in any activity that is in any way competitive with the business of the Company, and Executive will not assist any other person or organization in competing or in preparing to compete with any business of Company. (e) The Executive agrees that non-public terms of Intellectual Property shall constitute Confidential Information within the meaning of Section 9. (f) 7(a). The foregoing provisions of this Section 10 8 shall be binding upon the Executive's ’s heirs and legal representatives. The agreements of the Executive in this Section shall be enforceable by injunction and shall survive the termination of the Executive’s employment under this Agreement.

Proprietary Developments. (a) The Executive acknowledges that he has been an employee and officer of the Company and its predecessor during the development of the software and Intellectual Property, as defined herein, currently owned by the Company, and the Executive makes no claim to any right, title or interest (including patent rights, copyrights, trade secret rights, trademark rights, sui generic database rights, 6.2. 1Any and all other intellectual property rights of any sort throughout the world), made or conceived or reduced to practice, in whole or in part, by Executive during such employment by the Company and its predecessors that relate to such Intellectual Property. Any and all inventions (whether or not patentable)inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, formulae, trade secrets, service marks, patent rights, copyrights, sui generis database rights, designs, designations, know-how, ideas, trademarks and works of authorship or formulae (collectively, hereinafter referred to as "Intellectual Property"“Developments”), made, developed conceived, developed, or created by the Executive Participant (alone or in conjunction with others, during regular work hours of work or otherwise) during the Executive's Participant’s employment by the Company and its predecessors, which may be directly or indirectly useful in, or relate to, the business conducted or to be conducted by the Company shall be the Company's exclusive property and will be promptly disclosed by Participant to the Executive Company and shall be the Company’s exclusive property. The term “Developments” shall not be deemed to include inventions, products, discoveries, improvements, processes, methods, computer software programs, models, techniques, or formulae which were in the possession of Participant prior to the commencement of Participant’s employment with the Company. To the fullest extent permitted by law, such Intellectual Property shall be deemed works made for hire. (b) Executive Participant hereby transfers and assigns to the Company or its designated affiliate any right, title or interest all proprietary rights which Executive Participant may have or acquire in any such Intellectual Property (including patent rights, copyrights, trade secret rights, trademark rights, sui generis database rights, Developments and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Executive, (i) during the Term that relate to the subject matter of, or arise out of, his services to the Company, (ii) are referred to in clause (a) above, or (iii) constitute any Proprietary Information (as defined below) (collectively, "Inventions"). Executive will promptly disclose and provide all Inventions to Company. Executive Participant waives any license or other special right which Executive Participant may have or accrue therein. Executive agrees to Participant will execute any documents and agrees to take any actions that may be required, as reasonably determined by in the reasonable determination of Company's ’s counsel, to effect and confirm such transferassignment, assignment transfer and waiver. Executive shall further assist Company, at its request and expense, to further evidence, record and perfect such assignments and to perfect, obtain, maintain, enforce and defend any rights assigned. Executive hereby irrevocably designates and appoints the Company as its agent and attorney-in-fact to act for and in Executive's behalf to execute and file any documents and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant. The Executive shall, upon the Company's request, execute any documents necessary or advisable in the opinion of the Company's counsel to direct the issuance of patents, trademarks trademarks, or copyrights to the Company or its designated affiliate with respect to such Intellectual Property Developments as are to be the Company's ’s exclusive property under this Section 10 or to vest in the Company or such affiliate title to such Intellectual PropertyDevelopments; provided, however, that the expense of securing any patent, trademark or copyright, however, to copyright shall be borne by the Company or such affiliateCompany. The Executive will keep confidential parties agree that Developments shall constitute Confidential Information. 6.2.2“Work Made for Hire.” Any work performed by Participant during Participant’s employment with Company shall be considered a “Work Made for Hire” as defined in the U.S. Copyright laws, and will hold shall be owned by and for sole the express benefit of the Company any Intellectual Property which is Company. In the event it should be established that such work does not qualify as a Work Made for Hire, Participant agrees to be their exclusive property under this Section 10 for which no patent, trademark or copyright is issued. (c) Executive agrees that all Inventions and all other business, customer, marketing, technical and financial information (including, without limitation, the identity of and information relating to the Company's customers or employees) that Executive developed, learned or obtained for or about the Company and its predecessors, or that Executive develops, learns or obtains during the Term that relate does hereby assign to the Company or the business or that are received by or for the Company in confidenceall of Participant’s right, constitute "Proprietary Information," provided that Proprietary Information shall not include information in the public domain through no fault of Executive. Executive will hold in confidence and not disclose or, except in performing the services hereunder, use any Proprietary Information. Upon termination of this Agreementtitle, and as otherwise requested by Company-▇- ▇▇▇ Agreement interest in such work product including, Executive will promptly return to Company but not limited to, all items copyrights and copies containing or embodying Proprietary Information, except that Executive may keep personal copies of his compensation records other proprietary rights. 6.3 Non-Competition and this AgreementNon-Interference. (d) As additional protection for Proprietary Information, Executive agrees that during the Term and for one year thereafter, Executive will not encourage or solicit any employee or consultant of Company to leave Company for any reason. As further protection, Executive will not engage in any activity that is in any way competitive with the business of the Company, and Executive will not assist any other person or organization in competing or in preparing to compete with any business of Company. (e) The Executive agrees that non-public terms of Intellectual Property shall constitute Confidential Information within the meaning of Section 9. (f) The foregoing provisions of this Section 10 shall be binding upon the Executive's heirs and legal representatives. The agreements of the Executive in this Section shall be enforceable by injunction and shall survive the termination of this Agreement