Common use of Proprietary Rights Clause in Contracts

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement.

Proprietary Rights. During the course The Company shall give Buyer prompt notice of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithmthat any Person shall have (i) commenced, or shall have notified the Company or the Company Subsidiary that it intends to commence, an Action or Proceeding or (ii) provided the Company or the Company Subsidiary with notice, in either case which allege(s) that any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such InventionsProprietary Rights, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company toProprietary Rights, such Inventionspresently embodied, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not proposed to be obligated to assign to the Company any Invention made by Employee while embodied, in the Company's employ which or the Company Subsidiary's products or utilized in Company-designed or modified development tools (including standard cells) or design environments infringes or otherwise violates the intellectual property rights of such Person, is available for licensing from a potential licensor providing the notice or otherwise alleges that the Company or the Company Subsidiary does not relate otherwise own or have the right to any business or activity in which exploit such Proprietary Rights, including the Company is Proprietary Rights. The Company shall take commercially reasonable actions to maintain, perfect, preserve or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which renew the Company is engaged if such Invention was conceived Registered Proprietary Rights, including, without limitation, the payment of any registration, maintenance, renewal fees, annuity fees and reduced taxes or the filing of any documents, applications or certificates related thereto, and to practice by Employee prior promptly respond and prepare to Employee's employment with respond to all requests, related to the CompanyCompany Registered Proprietary Rights, received from Governmental or Regulatory Authorities. Employee agrees that At the Closing, the Company will notify Buyer of all material actions which must be taken within the 180 days following the Closing and which are necessary to maintain, perfect, preserve or renew the Company Registered Proprietary Rights, including the payment of any such Invention is set forth on Exhibit “A” to this Agreementregistration, maintenance, renewal fees, annuity fees and taxes or the filing of any documents, applications or certificates related thereto.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement.

Proprietary Rights. During (a) Attached to the course Disclosure Schedule is a complete and accurate list and full description of Employeeeach item of the Company's employment and each of its Subsidiaries Intellectual Property together with, in the case of registered Intellectual Property: the (i) applicable registration number; (ii) filing, registration, issue or application date; (iii) record owner; (iv) country; (v) title or description; and (vi) remaining life. In addition, the Disclosure Schedule identifies whether each item of Intellectual Property is owned by the Company or any of its Subsidiaries or possessed and used by the Company or such Subsidiary under any Contract. The Intellectual Property constitutes valid and enforceable rights and does not infringe or conflict with the rights of any other Person; provided that to the extent the foregoing relates to Intellectual Property used but not owned by the Company, Employee may makesuch representation and warranty is given solely to the knowledge of the Company and the Seller. (b) There is neither pending, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful nor to the Company's Business or the Seller's knowledge, threatened, any Legal Proceeding against the Company or any of its Subsidiaries contesting the validity or right of the Company or any such Subsidiary to use any of the Intellectual Property, and neither the Company nor any such Subsidiary has received any notice of infringement upon or conflict with any asserted right of others nor, to the Company's and the Seller's knowledge, is there a basis for such a notice. To the Company's and the Seller's knowledge, no Person, is infringing the Company's or any of its Subsidiaries rights to the Intellectual Property. (c) Except as otherwise provided in the “Inventions”)Disclosure Schedule, neither the Company nor any of its Subsidiaries has any obligation to compensate others for the use of any Intellectual Property. In addition, except as otherwise provided on the Disclosure Schedule, neither the Company nor any of its Subsidiaries has granted any license or other right to use, in any manner, any of the Intellectual Property, whether or not subject to copyright or patent protectionrequiring the payment of royalties. (d) The execution, delivery and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law performance of this Agreement and will remain the sole and exclusive property consummation of the Company. Employee also transactions contemplated hereby assigns and agrees will not (i) result in or give to assign any Person any right of termination, non-renewal, cancellation, withdrawal, acceleration or modification in or with respect to any Contract relating to or affecting the CompanyIntellectual Property, (ii) result in perpetuityor give to any Person any additional rights or entitlement to increased, all rightadditional, title and interest Employee may have in and to accelerated or guaranteed payments under any such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design Contract or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, (iii) result in the opinion creation or imposition of the Company, to eliminate any ambiguity as to the ownership of, and rights of Adverse Claim upon the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to any of its Subsidiaries or any of their respective assets under the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue terms of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this AgreementContract.

Proprietary Rights. During the course of EmployeeExecutive's employment with the Company, Employee Executive may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee Executive acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee Executive also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee Executive may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee Executive further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee Executive will not be obligated to assign to the Company any Invention made by Employee Executive while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee Executive is so obligated if the same relates to or is based on Proprietary Information to which Employee Executive will have had access during and by virtue of EmployeeExecutive's employment or which arises out of work assigned to Employee Executive by the Company. Employee Executive will not be obligated to assign any Invention which may be wholly conceived by Employee Executive after Employee Executive leaves the employ of the Company, except that Employee Executive is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee Executive is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee Executive prior to EmployeeExecutive's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated obliged to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees , provided that any all such Invention is set forth Inventions are listed at the time of employment on the attached Exhibit “A” to this Agreement.A.

Proprietary Rights. During The Executive agrees that any invention made by the Executive during the Employment Term shall belong to the Company if (a) it was made in the normal course of the duties of the Executive or in the course of Employeeduties falling outside the Executive's employment with normal duties but specifically assigned to the CompanyExecutive, Employee may make, develop or conceive and the circumstances in either case were such that an invention might reasonably be expected to result from the carrying out of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithmduties, or any other discovery(b) the invention was made in the course of the duties of the Executive and, ideaat the time of making the invention, conceptbecause of the nature of the Executive's duties and the particular responsibilities arising from the nature of the Executive's duties, document or improvement which relates the Executive had a special obligation to or is useful to further the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain the sole and exclusive property interests of the Company. Employee also hereby assigns and agrees to assign In addition, if (a) the Executive during the Employment Term shall make any improvement or develop any know-how, copyrightable work or design, (b) such improvement, know-how, copyrightable work or design is relevant to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights business of the Company toor any of its subsidiaries, and (c) such Inventionsimprovement, including filing copyright and patent registrations and defending and enforcing in litigation know-how, copyrightable work or otherwise all such rights. Employee will not be obligated to assign to design arose directly out of any work carried out during the Employment Term, or out of Confidential Company any Invention made by Employee while in the Company's employ which does not relate to any business Information or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Confidential Affiliate Information to which Employee will have the Executive had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is , then such improvement, know-how, copyrightable work or design shall belong to the Company, whether or not obligated it was disclosed to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice during the Employment Term by Employee prior to Employee's employment with the Company. Employee agrees In the event that the Executive makes any invention or develops any improvement, know-how, copyrightable design or work which belongs to the Company, the Executive shall fully, freely and immediately communicate the same to the Company and the Executive shall, if and as desired by the Company execute all documents and do all acts and things at the Company's cost which may be necessary or desirable to obtain letters patent or other adequate protection in any part of the world for such Invention is set forth invention, improvement, know-how, copyrightable work or design and to vest the same in the Company for the Company's benefit. The Executive hereby irrevocably appoints the Company as the Executive's attorney in the Executive's name and on Exhibit “A” the Executive's behalf to execute all such deeds and documents and to do all such acts and things as may be necessary to give effect to this AgreementSubsection in the event that the Executive fails to comply within seven days with the written directions given by the Company pursuant to this Subsection. The Executive has been notified and understands that the provisions of the two immediately preceding paragraphs of this Section 8 do not apply to any invention that qualifies fully under the provisions of Section 2870 of the California Labor Code, which states as follows: (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either: (i) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer, or (ii) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have has had access during and by virtue of Employee's employment by the Company or providing services to or for the benefit of SOAdesk or VTI or which arises out of work assigned to Employee by the Company, SOAdesk or VTI. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company, SOAdesk or VTI. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company, except if conceived while providing service to or for the benefit of SOAdesk or VTI. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement.

Proprietary Rights. During the course of Employee's employment with the CompanyThe S&W Intellectual Property, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business and Licensed Trademarks (the “Inventions”including all registrations and applications therefor and all goodwill associated therewith), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law are and will remain the sole and exclusive property of S&W, solely and exclusively, and may be used by Licensee solely for the CompanyLicensed Products subject to all of the terms and conditions of this Agreement. Employee also Licensee acknowledges and agrees that it has not acquired, and shall not acquire (whether by operation of law, by this Agreement or otherwise), any right, title, interest or ownership in or to the S&W Intellectual Property or Licensed Trademarks or any part thereof (all of the foregoing collectively, “Proprietary Rights”). Licensee shall not register any S&W name or other S&W Trademarks, or any confusingly similar variation, as an internet domain name. Licensee may request that S&W register a domain name that uses the S&W name or other S&W Trademarks for use by Licensee during the term of, and in accordance with, this Agreement. Notwithstanding the foregoing, during the Term of this Agreement and any Sell-Off Period (defined further below), solely as set forth in Section 12.6, Licensee may use the S&W name or other S&W Trademarks at the end of a domain name solely for the purpose of identifying the location of the Licensed Products on a website. Licensee specifically acknowledges and agrees that S&W is the owner of all Proprietary Rights, including but not limited to copyright rights, in S&W Intellectual Property. Should any Proprietary Rights become vested in Licensee, Licensee hereby assigns any such Proprietary Rights to S&W at no cost. Licensee shall provide and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign execute all documents or instruments necessary, in S&W’s sole discretion, to effectuate and record each such assignment. Licensee shall not, during the opinion Term or at any time thereafter: (i) do anything that, in S&W’s sole discretion, could in any way damage, injure or impair the validity, subsistence, or reputation of the CompanyLicensed Trademarks; (ii) use any mark, trade name, trade dress, logo, design or style that is confusingly similar to eliminate the Licensed Trademarks; or (iii) attack, dispute or challenge the ownership, validity or enforceability of the Licensed Trademarks, the validity of this Agreement, nor shall Licensee assist others in so doing. All use of the Licensed Trademarks and all goodwill and benefit arising from such use shall inure to the benefit of S&W, solely and exclusively. Without limiting any ambiguity of the foregoing provisions regarding S&W’s rights as to S&W Intellectual Property, during the ownership ofTerm of this Agreement, and rights of the Company toLicensee shall not sell, such Inventionsas a product not branded with an S&W Trademark, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate products that are substantially similar to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this AgreementLicensed Products.

Proprietary Rights. During the course of EmployeeExecutive's employment with the Company, Employee Executive may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee Executive acknowledges and agrees that all such Inventions will be “"works made for hire” " under United States copyright law and will otherwise be and remain the sole and exclusive property of the Company. Employee Executive also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee Executive may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee Executive further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee Executive will not be obligated to assign to the Company any Invention made by Employee Executive while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee Executive is so obligated if the same relates to or is based on Proprietary Information to which Employee Executive will have had access during and by virtue of EmployeeExecutive's employment or which arises out of work assigned to Employee Executive by the Company. Employee Executive will not be obligated to assign any Invention which may be wholly conceived by Employee Executive after Employee Executive leaves the employ of the Company, except that Employee Executive is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee Executive is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee Executive prior to EmployeeExecutive's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement.

Proprietary Rights. During (a) The Proprietary Rights comprise all of the course intellectual property necessary or desirable for the conduct of Employee's employment the Business as currently conducted by Seller and as currently proposed to be conducted by Seller. Seller owns or has the valid right to use all Proprietary Rights necessary for the operation of the Business as currently conducted and as currently proposed to be conducted. The attached Proprietary Rights Schedule sets forth a complete and correct list of: all patented or registered Proprietary Rights and pending patent applications or other applications for registration of Proprietary Rights owned or used by Seller; all trade names used by Seller with respect to the CompanyBusiness; all licenses or similar agreements or arrangements to which Seller is a party, Employee may makeeither as licensee or licensor, develop for the Proprietary Rights; and all material unregistered trademarks that are either owned by Seller or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, used by Seller or any other discovery, idea, concept, document or improvement which relates to or is useful to Affiliate in the Company's conduct of the Business (pursuant to license agreement or otherwise, in such case identifying the “Inventions”), whether or not subject to copyright or patent protection, owner and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain the sole and exclusive property title of the Companyagreement pursuant to which the Proprietary Right is used). Employee also hereby assigns Except as set forth in the attached Proprietary Rights Schedule: (i) Seller owns and agrees to assign to the Company, in perpetuity, possesses exclusively all right, title and interest Employee may have in in, to and to such Inventionsunder the Proprietary Rights, including without limitation, free and clear of all copyrightsLiens (other than Permitted Liens), and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized no claim by any statethird party contesting the validity, country enforceability, use or jurisdiction. Employee further agreesownership of any of the Proprietary Rights has been made, at the Company's request and expenseis currently outstanding or, to do all things the Knowledge of Seller, is threatened; (ii) To the extent that any Proprietary Rights have been developed or created by any Person other than Seller, Seller has a written agreement with such Person with respect thereto and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the Seller has obtained ownership of, and is the exclusive owner of, all such Proprietary Rights by operation of law or by valid assignment of any such rights; (iii) The loss or expiration of any Proprietary Right owned by, issued to or licensed to Seller or any related group of Proprietary Rights is not and would not be materially adverse to the Business, and no such loss or expiration is pending or, to the Knowledge of Seller, threatened or reasonably foreseeable; (iv) Seller has not received any notices of, nor is Seller aware of any facts which indicate a likelihood of, any infringement or misappropriation by, or conflict with, any third party with respect to the Proprietary Rights, including any demand or request that Seller license rights from a third party; (v) Neither the Proprietary Rights nor Seller has infringed, misappropriated or otherwise come into conflict with any rights of any third parties and Seller is not aware of any infringement, misappropriation or conflict which will occur as a result of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation continued operation of the Business as currently conducted or otherwise all such rights. Employee will not as currently proposed to be obligated conducted; and (b) All Proprietary Rights to assign be assigned by Seller to Buyer pursuant to the Company terms and conditions of this Agreement are or shall be properly assigned or licensed to Seller at the ▇▇▇▇ ▇▇▇▇▇▇ assigns such rights to Buyer. The transactions contemplated by this Agreement shall have no material adverse effect on any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if Proprietary Rights. Seller has taken all necessary and desirable action to protect the Proprietary Rights and shall continue to maintain such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee rights prior to Employee's employment with and as of Closing so as to not adversely affect the Companyvalidity or enforcement of such Proprietary Rights. Employee agrees that To the Knowledge of Seller, the owners of any Proprietary Rights or similar proprietary rights licensed to Seller have taken all reasonably necessary actions to maintain and protect the proprietary rights which are subject to such Invention is set forth on Exhibit “A” to this Agreementlicenses.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing any such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees , provided that any all such Invention is set forth Inventions are listed at the time of employment on the attached Exhibit “A” to this Agreement.A.

Proprietary Rights. During the course of Employee's employment with the Company, (a) Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithmsacknowledges and agrees that all writings, works of authorship expressing such algorithmauthorship, technology, inventions, discoveries, ideas, methods, concepts, research, proposals, materials, processes, and other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by Employee, jointly or with others, during the period of Employee’s employment with Company and relating in any other discovery, idea, concept, document or improvement which relates to or is useful way to the Company's Business business or contemplated business, research or development of Company (the collectively “InventionsWork Product”), whether or not subject as well as any rights in and to copyright or patent protectioncopyrights, trade secrets, trademarks (and which may or may not related goodwill), patents and other intellectual property rights therein, including all pending and future applications and registrations therefor (collectively “Intellectual Property Rights”) shall be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain the sole and exclusive property of Company. (b) Employee acknowledges and agrees that, by reason of being employed with Company all Work Product consisting of copyrightable subject matter is “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. §101 et seq.), and such copyrights are therefore owned exclusively by Company. To the extent that the foregoing does not apply, Employee also hereby assigns and agrees to assign to the Company, in perpetuityand its successors and assigns, all Employee’s entire right, title title, and interest Employee may have in and to such Inventionsall Work Product and Intellectual Property Rights therein, including without limitation, all copyrights, and the right to apply sue, counterclaim, and recover for any form of patentall past, utility modelpresent, industrial design and future infringement, misappropriation, or similar proprietary right recognized by any statedilution thereof, country or jurisdictionand all rights corresponding thereto throughout the world. (c) Employee shall, promptly, fully and accurately disclose all Work Product to Company in writing and in accordance with Company’s policies. Employee further agreesagrees to keep and maintain adequate and current written records of all Work Product and Intellectual Property Rights, which records shall be available to and remain Company’s sole property at all times. (d) During and after Employee’s employment, Employee agrees to reasonably cooperate with Company at Company’s expense to: (i) apply for, obtain, perfect, and transfer to Company the Company's request Work Product as well as any Intellectual Property Rights in the Work Product in any jurisdiction throughout the world; and expense(ii) maintain, protect, and enforce the same, including executing and delivering to Company documents and instruments as may be requested by Company for such purpose. Employee hereby irrevocably grants Company power of attorney to execute and deliver any such documents on Employee’s behalf in Employee’s name and to do all things other lawfully permitted acts to transfer the Work Product to Company and sign all documents or instruments necessaryfurther the transfer, in the opinion of the Companyprosecution, to eliminate any ambiguity as to the ownership ofissuance, and rights maintenance of the Company toall Intellectual Property Rights therein, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. if Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information unable to which Employee will have had access during promptly cooperate with Company’s request. This power of attorney is coupled with an interest and by virtue of shall be irrevocable and survive Employee's employment ’s death, incapacity or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreementdisability.

Proprietary Rights. During the course of Employee's employment with (a) I agree to assign, and hereby assign, to the Company, Employee may makewithout additional compensation, develop all right, title and interest in all creations, inventions, ideas, designs, copyrightable materials, trademarks, and other technology and rights (and any related improvements or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “Inventions”modifications), whether or not subject to patent or copyright protection (collectively, “Creations”), relating to any activities of the Company that are conceived or patent protectiondeveloped by me in the course of my employment, whether conceived alone or with others and whether or not conceived or developed during regular business hours, and which may or may not if based on Confidential Information, after the termination of my employment for any reason. Such Creations shall be considered Proprietary Information. Employee acknowledges that all such Inventions will the sole property of the Company and, to the maximum extent permitted by applicable law, shall be deemed “works made for hire” under as the term is used in the United States copyright law and Copyright Act. (b) I agree to promptly inform the Company of any such Creations. I will remain also allow the sole and exclusive property Company to inspect any Creations I conceive or develop within (i) one (1) year after the termination of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply my employment for any form of patentreason, utility modelor (ii) during the Salary Continuation Period (as that term is defined in the Employment Agreement), industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expensewhichever period is greater, to determine if they are based on Confidential Information. I will (whether during my employment or after the termination of my employment) execute such written instruments and do all things and sign all documents or instruments necessary, other such acts as may be necessary in the opinion of the Company or its counsel to secure the Company’s rights in the Creations, to eliminate any ambiguity as to the ownership ofincluding obtaining a patent, registering a copyright, or otherwise (and rights of I hereby irrevocably appoint the Company toand any of its officers as my attorney in fact to undertake such acts in my name). I agree that my obligation to execute written instruments and otherwise assist the Company in securing its rights in the Creations will continue after the termination of my employment for any reason. (c) To the extent, such Inventionsif any, including filing copyright and patent registrations and defending and enforcing in litigation that I retain any right, title or otherwise all such rights. Employee will not be obligated interest with respect to assign any Creations that are delivered to the Company any Invention made by Employee while in the Company's employ which does not or relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's my employment with the Company, I hereby grant to the Company an irrevocable, paid-up, transferable, sub-licensable, worldwide right and license (i) to modify all or any portion of such Creations, including, without limitation, the making of additions to or deletions from such Creations, regardless of the medium (now or hereafter known) into which such Creations may be modified and regardless of the effect of such modifications on the integrity of such Creations, and (ii) to identify me, or not to identify me, as one or more authors of or contributors to such Creations or any portion thereof, whether or not such Creations or any portion thereof have been modified. Employee agrees I further waive any “moral” rights, or other rights with respect to attribution of authorship or integrity of such Creations that I may have under any such Invention is set forth on Exhibit “A” applicable law, whether under copyright, trademark, unfair competition, defamation, right of privacy, contract, tort or other legal theory. (d) I have attached to this AgreementAgreement as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment with the Company (collectively referred to as “Prior Inventions”), which belong to me, which relate to the Company’s proposed business, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If in the course of my employment with the Company, I incorporate into a Company product, process or machine a Prior Invention owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.

Proprietary Rights. During The Executive agrees that any invention made by the Executive during his employment shall belong to the Company if (a) it was made in the normal course of the duties of the Executive or in the course of Employeeduties falling outside the Executive's employment with normal duties but specifically assigned to the CompanyExecutive, Employee may make, develop or conceive and the circumstances in either case were such that an invention might reasonably be expected to result from the carrying out of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithmduties, or any other discovery(b) the invention was made in the course of the duties of the Executive and, ideaat the time of making the invention, conceptbecause of the nature of the Executive's duties and the particular responsibilities arising from the nature of the Executive's duties, document or improvement which relates the Executive had a special obligation to or is useful to further the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain the sole and exclusive property interests of the Company. Employee also hereby assigns and agrees to assign In addition, if (a) the Executive during his employment shall make any improvement or develop any know-how, copyrightable work or design, (b) such improvement, know-how, copyrightable work or design is relevant to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights business of the Company toor any of its subsidiaries, and (c) such Inventionsimprovement, including filing copyright and patent registrations and defending and enforcing in litigation know-how, copyrightable work or otherwise all such rights. Employee will not be obligated to assign to the design arose directly out of any work carried out during his employment, or out of Confidential Company any Invention made by Employee while in the Company's employ which does not relate to any business Information or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Confidential Affiliate Information to which Employee will have the Executive had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is , then such improvement, know-how, copyrightable work or design shall belong to the Company, whether or not obligated it was disclosed to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice during the Employment Term by Employee prior to Employee's employment with the Company. Employee agrees In the event that the Executive makes any invention or develops any improvement, know-how, copyrightable design or work which belongs to the Company, the Executive shall fully, freely and immediately communicate the same to the Company and the Executive shall, if and as desired by the Company execute all documents and do all acts and things at the Company's cost which may be necessary or desirable to obtain letters patent or other adequate protection in any part of the world for such Invention is set forth invention, improvement, know-how, copyrightable work or design and to vest the same in the Company for the Company's benefit. The Executive hereby irrevocably appoints the Company as the Executive's attorney in the Executive's name and on Exhibit “A” the Executive's behalf to execute all such deeds and documents and to do all such acts and things as may be necessary to give effect to this AgreementSubsection in the event that the Executive fails to comply within seven days with the written directions given by the Company pursuant to this Subsection. The Executive has been notified and understands that the provisions of the two immediately preceding paragraphs of this Section 8 do not apply to any invention that qualifies fully under the provisions of Section 2870 of the California Labor Code, which states as follows: (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either: (i) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer, or (ii) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

Proprietary Rights. During (a) Coherent certifies that it or its Affiliates (collectively, the course “Coherent Entities”) own or hold a license to all intellectual property rights relating to the Products and Services. The Coherent Entities shall retain all rights in and to specifications, designs, engineering details, discoveries, inventions, patents, copyrights, trademarks, trade secrets and other intellectual and proprietary rights relating to the Products and Services. Sale of Employee's employment any Products by Coherent does not confer upon Buyer a license under any patents, trade secrets, trademarks or copyrights to combine any product furnished under this Agreement with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discoveryproduct or to modify any Product furnished under this Agreement. (b) The design, idea, concept, document development or improvement which relates to or is useful to the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, production of Products and which may or may provision of Services under this Agreement will not be considered Proprietary Information. Employee acknowledges that all such Inventions will deemed to be a “works work made for hire” under United States copyright law or “commissioned work” and the Coherent Entities shall own all intellectual property and proprietary rights in and to all designs, engineering details, and other data and materials pertaining to any Products or Services supplied by Coherent and to all discoveries, inventions, patents and other proprietary rights arising out of the work done in connection with the Products or Services or with any and all products developed by the Coherent Entities as a result thereof, including the sole right to manufacture any and all such products and Buyer covenants and warrants it will not manufacture or engage to have manufactured such products. All mask sets, design tapes, documentation, and other data generated in the performance hereunder will remain the sole and exclusive property of the CompanyCoherent Entities. Employee also hereby assigns Any designs, cells, circuits, devices, processes or methods that are developed by the Coherent Entities concurrently with the work performed under this Agreement will be the sole and agrees to assign to exclusive property of the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrightsCoherent Entities, and the Coherent Entities reserve the right to apply use such designs, cells, circuits, devices, processes or methods for other customers, or license their use to others. The Coherent Entities will retain title to and possession of all tooling, material or equipment of any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, kind used in the opinion manufacture, testing, or assembly of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to products furnished under this Agreement. (c) Coherent may, from time to time, solicit or accept suggestions, comments, or feedback (collectively “Feedback”) from Buyer regarding the Products or Services sold hereunder. Buyer hereby acknowledges and agrees that the Coherent Entities may use any such Feedback for any purpose without owing compensation or any other obligation to Buyer. The Coherent Entities shall be (and Buyer hereby acknowledges and agrees that the Coherent Entities are) the sole and exclusive owner of any and all changes, improvements, or enhancements to (or relating to) the Products and Services, and any new or alternative products, services, designs, specifications, engineering details, discoveries, inventions, patents, copyrights, trademarks, trade secrets, and other related intellectual and proprietary rights, regardless of whether or to what extent any such Feedback contributed to the creation thereof.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “"A” " to this Agreement.

Proprietary Rights. During (a) Seller represents and warrants that (i) the sale or use of the work, materials, goods or services subject to the Purchase Agreement and (ii) the sale or use of the work, materials, goods or services subject to the Purchase Agreement in any combination in accordance with any specifications or recommendations of Buyer or Seller, will not infringe any patents, copyrights, industrial design rights or other proprietary rights of any other person or entity. (b) Seller hereby grants to Buyer a perpetual nonexclusive, royalty free, irrevocable right and license to repair, (c) Seller hereby grants to Buyer a perpetual, irrevocable, nonexclusive, paid-up, worldwide license under each and every copyright of Seller that is applicable to any works of authorship fixed in any tangible medium of expression (including, but not limited to, drawings, prints, manuals and specifications) furnished to Buyer in the course of Employee's employment Seller’s activity hereunder, to reproduce the copyright work, to prepare derivative works based thereon, to distribute copies of the copyright work to the public, and to display the copyright work publicly, subject to other provisions hereof. (d) All technical information disclosed heretofore or hereafter by Seller to Buyer in connection with the Companywork, Employee may makematerials, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithmgoods, or any other discovery, idea, concept, document services supplied under or improvement which relates to or is useful pursuant to the Company's Business Purchase Agreement is disclosed or will be disclosed on a non-confidential basis. (e) Seller agrees, upon receipt of notifications, to promptly assume full responsibility for the “Inventions”), whether defense of any suit or not subject to copyright or patent protection, and proceedings which may be brought against ▇▇▇▇▇, ▇▇▇▇▇’s agents or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made vendees, for hire” under United States copyright law and will remain the sole and exclusive property alleged patent infringement, as well as for alleged unfair competition resulting from similarity in design, trade-mark, or appearance of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrightsuse or sale of any goods furnished on this order, and the right Seller further agrees to apply for indemnify Buyer, and ▇▇▇▇▇’s agents or vendees, against any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and all expense, to do all things loss, royalties, profits and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventionsdamages, including filing copyright court costs and patent registrations and defending and enforcing in litigation attorneys’ fees, resulting from the bringing of such suit or otherwise all such rightsproceedings, and/or from any settlement decree or judgment therein. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which ▇▇▇▇▇ may be wholly conceived represented by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful ▇▇▇▇▇’s own counsel in any business such suit or activities in which the Company is engaged proceedings, if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this AgreementBuyer so desires.

Proprietary Rights. During the course of the Employee's employment with the Company, the Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing any such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. The Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. The Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest the Employee may have in and to such Inventions, including without limitation, limitations all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. The Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. The Employee will not be obligated to assign to the Company any Invention invention made by the Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that the Employee is so obligated if the same relates to or is based on Proprietary Information to which the Employee will have had access during and by virtue of the Employee's employment or which arises out of work assigned to the Employee by the Company. The Employee will not be obligated to assign any Invention which may be wholly conceived by the Employee after the Employee leaves the employ of the Company, except that the Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. The Employee is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by the Employee prior to the Employee's employment with the Company. Employee agrees that any , and if such Invention is set forth listed on the attached Exhibit “A” to this Agreement.A.

Proprietary Rights. During the course of Employee's employment with (a) I agree to assign, and hereby assign, to the Company, Employee may makewithout additional compensation, develop all right, title and interest in all creations, inventions, ideas, designs, copyrightable materials, trademarks, and other technology and rights (and any related improvements or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “Inventions”modifications), whether or not subject to patent or copyright protection (collectively, “Creations”), relating to any activities of the Company that are conceived or patent protectiondeveloped by me in the course of my employment, whether conceived alone or with others and whether or not conceived or developed during regular business hours, and which may or may not if based on Confidential Information, after the termination of my employment for any reason. Such Creations shall be considered Proprietary Information. Employee acknowledges that all such Inventions will the sole property of the Company and, to the maximum extent permitted by applicable law, shall be deemed “works made for hire” under as the term is used in the United States copyright law and Copyright Act. (b) I agree to promptly inform the Company of any such Creations. I will remain also allow the sole and exclusive property Company to inspect any Creations I conceive or develop within (i) one (1) year after the termination of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply my employment for any form of patentreason, utility modelor (ii) during the Salary Continuation Period (as that term is defined in the Employment Agreement), industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expensewhichever period is greater, to determine if they are based on Confidential Information. I will (whether during my employment or after the termination of my employment) execute such written instruments and do all things and sign all documents or instruments necessary, other such acts as may be necessary in the opinion of the Company or its counsel to secure the Company’s rights in the Creations, to eliminate any ambiguity as to the ownership ofincluding obtaining a patent, registering a copyright, or otherwise (and rights of I hereby irrevocably appoint the Company toand any of its officers as my attorney in fact to undertake such acts in my name). I agree that my obligation to execute written instruments and otherwise assist the Company in securing its rights in the Creations will continue after the termination of my employment for any reason. (c) To the extent, such Inventionsif any, including filing copyright and patent registrations and defending and enforcing in litigation that I retain any right, title or otherwise all such rights. Employee will not be obligated interest with respect to assign any Creations that are delivered to the Company any Invention made by Employee while in the Company's employ which does not or relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's my employment with the Company, I hereby grant to the Company an irrevocable, paid-up, transferable, sub-licensable, worldwide right and license (i) to modify all or any portion of such Creations, including, without limitation, the making of additions to or deletions from such Creations, regardless of the medium (now or hereafter known) into which such Creations may be modified and regardless of the effect of such modifications on the integrity of such Creations, and (ii) to identify me, or not to identify me, as one or more authors of or contributors to such Creations or any portion thereof, whether or not such Creations or any portion thereof have been modified. Employee agrees I further waive any “moral” rights, or other rights with respect to attribution of authorship or integrity of such Creations that I may have under any such Invention is set forth on Exhibit “A” applicable law, whether under copyright, trademark, unfair competition, defamation, right of privacy, contract, tort or other legal theory. (d) I have attached to this AgreementAgreement as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment with the Company (collectively referred to as “Prior Inventions”), which belong to me, which relate to the Company’s proposed business, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If in the course of my employment with the Company, I incorporate into a Company product, process or machine a Prior Invention owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.

Proprietary Rights. During the course of Employee's employment with the ------------------ Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “"A” " to this Agreement.

Proprietary Rights. During (a) Each Grantor will (i) continue to use each material trademark owned by such Grantor to the course extent required by any applicable law to maintain such trademark in full force and effect for each class of Employee's employment goods or services for which such trademark is currently used, free from any claim of abandonment for non-use, (ii) maintain substantially the same (or higher) standards of quality of all products and services offered under such trademark as in the past, (iii) use such trademark with all appropriate notices of registration and all other legends to the extent required by applicable law to maintain such trademark, and (iv) not knowingly do any act or knowingly omit to do any act whereby such trademark may become invalidated in any way. (b) No Grantor will knowingly do any act, or knowingly omit to do any act, whereby any material patent owned by such Grantor may become forfeited, abandoned or dedicated to the public (c) No Grantor will (i) knowingly do any act or knowingly omit to do any act whereby any portion of a material copyright owned by such Grantor may become invalidated or (ii) knowingly do any act whereby any portion of a copyright owned by such Grantor may fall into the public domain. (d) The Issuer, either directly or through any agent, employee, licensee or designee, shall inform the Collateral Agent within 30 Business Days of each application for the registration of any material Proprietary Right owned or licensed by the Issuer or any of its Affiliates with the CompanyUnited States Patent and Trademark Office, Employee may makethe United States Copyright Office, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, the European Patent Office or any other discovery, idea, concept, document similar office or improvement which relates to or is useful to the Company's Business (the “Inventions”), whether or not subject to copyright or patent protectionagency that has been filed. The applicable Grantor shall then execute and deliver, and which may or may not be considered have recorded, any and all agreements, instruments, documents, and papers as is necessary to evidence the Collateral Agent’s and the Secured Parties’ security interest in any such Proprietary Information. Employee acknowledges Rights that all such Inventions will be “works made for hire” under constitutes Collateral, including any Copyright, Patent, and Trademark Agreements, and amendments thereof in the United States copyright law Patent and will remain Trademark Office or the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for European Patent Office or any form of patent, utility model, industrial design similar office or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreementagency.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees , provided that any all such Invention is set forth Inventions are listed at the time of employment on the attached Exhibit “A” to this Agreement.A.

Proprietary Rights. During the course of Employee's employment with ------------------ the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “"A” " to this Agreement.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement.leaves

Proprietary Rights. During (a) The Proprietary Rights owned, used or licensed by the course Company constitute all the Proprietary Rights used in and/or necessary to the conduct of Employeethe business of the Company as it currently is conducted, and, to the Knowledge of the Company, as it is currently planned or contemplated to be conducted by the Company, including, without limitation, the design, development, manufacture, use, import and sale of products, technology and performance of services (including products, technology or services currently under development). (b) All material Proprietary Rights used by the Company are owned by the Company free and clear of any Encumbrances other than those Permitted Encumbrances set forth in clauses (a), (b), (c) and (e) of the definition of Permitted Encumbrances set forth in Article I hereof. (c) In each case in which the Company has acquired any material Proprietary Rights from any person, the Company has obtained a valid and enforceable assignment sufficient to irrevocably transfer all rights in such Proprietary Rights (including the right to seek past and future damages with respect thereto) to the Company. (d) All material Proprietary Rights of the Company are fully transferable, alienable or licensable by the Company without restriction and without payment of any kind to any third party. (e) The Company has never made a filing with a Governmental Entity with respect to any Proprietary Rights. (f) Except as set forth in Section 3.6(f) of the Company Disclosure Schedule, there are no contracts, licenses and agreements to which the Company is a party with respect to any Proprietary Rights owned or used by the Company. The Company is not in breach of, nor has the Company failed to perform under, any contract, license or agreement listed in Section 3.6(f) of the Disclosure Schedule and, to the Company's Knowledge, no other party to any such contract, license or agreement, is in breach thereof or has failed to perform thereunder. The Company has not transferred ownership of, or granted any license of or right to use, or authorized the retention of any rights to use or joint ownership of, any material Proprietary Rights, to any other person. (g) The operation of the business of the Company as it currently is conducted or is contemplated to be conducted by the Company does not and will not and will not when conducted by the Surviving Corporation in substantially the same manner following the Closing, infringe or misappropriate any Proprietary Rights of any person, violate any right of any person (including any right to privacy or publicity) or constitute unfair competition or trade practices under the laws of any jurisdiction, and the Company has not received notice from any person claiming that such operation or any act, product, technology or service (including products, technology or services currently under development) of the Company infringes or misappropriates any Proprietary Rights of any person or constitutes unfair competition or trade practices under the laws of any jurisdiction (nor does the Company have Knowledge of any basis therefor). (h) To the Company's Knowledge, no person is infringing or misappropriating any material Proprietary Rights of the Company. (i) No material Proprietary Rights of the Company are subject to any proceeding or outstanding decree, order, judgment or settlement agreement or stipulation that restricts in any manner the use, transfer or licensing thereof by the Company or may affect the validity, use or enforceability of such Proprietary Rights. (j) Except as set forth in Section 3.6(j) of the Company Disclosure Schedule, no material Proprietary Rights owned or used by the Company have been developed or created by a third party for the Company. Except as set forth in Section 3.6(j) of the Company Disclosure Schedule, all material Proprietary Rights used in or necessary to the conduct of Company's business as presently conducted or currently contemplated to be conducted by the Company were created solely by employees of the Company acting within the scope of their employment, and no third party owns or has any rights to any of the material Proprietary Rights of the Company. (k) Neither this Agreement nor the transactions contemplated by this Agreement or any contracts or agreements to which the Company is a party, will result in (i) either Parent's or the Surviving Corporation's granting to any third party any right to or with respect to any Proprietary Rights owned by, or licensed to, either of them, (ii) either the Parent's or the Surviving Corporation's being bound by, or subject to, any non-compete or other restriction on the operation or scope of their respective businesses, or (iii) either the Parent's or the Surviving Corporation's being obligated to pay any royalties or other amounts to any third party in excess of those payable by Parent or Surviving Corporation, respectively, prior to the Closing, in each case other than as a result of any Contract to which either Parent or Surviving Corporation is a party (other than this Agreement or the Ancillary Agreements). (l) Except as set forth in Section 3.6(l) of the Company Disclosure Schedule, all employees of the Company have entered into a valid and binding written agreement with the Company sufficient to vest title in the Company of all Proprietary Rights, created by such employee in the scope of his or her employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement.

Proprietary Rights. During The Executive agrees that any invention made by the Executive during his employment shall belong to the Company if (a) it was made in the normal course of the duties of the Executive or in the course of Employeeduties falling outside the Executive's employment with normal duties but specifically assigned to the CompanyExecutive, Employee may make, develop or conceive and the circumstances in either case were such that an invention might reasonably be expected to result from the carrying out of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithmduties, or any other discovery(b) the invention was made in the course of the duties of the Executive and, ideaat the time of making the invention, conceptbecause of the nature of the Executive's duties and the particular responsibilities arising from the nature of the Executive's duties, document or improvement which relates the Executive had a special obligation to or is useful to further the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain the sole and exclusive property interests of the Company. Employee also hereby assigns and agrees to assign In addition, if (a) the Executive during his employment shall make any improvement or develop any know-how, copyrightable work or design, (b) such improvement, know-how, copyrightable work or design is relevant to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights business of the Company toor any of its subsidiaries, and (c) such Inventionsimprovement, including filing copyright and patent registrations and defending and enforcing in litigation know-how, copyrightable work or otherwise all such rights. Employee will not be obligated to assign to the design arose directly out of any work carried out during his employment, or out of Confidential Company any Invention made by Employee while in the Company's employ which does not relate to any business Information or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Confidential Affiliate Information to which Employee will have the Executive had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is , then such improvement, know-how, copyrightable work or design shall belong to the Company, whether or not obligated it was disclosed to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice during the Employment Term by Employee prior to Employee's employment with the Company. Employee agrees In the event that the Executive makes any invention or develops any improvement, know-how, copyrightable design or work which belongs to the Company, the Executive shall fully, freely and immediately communicate the same to the Company and the Executive shall, if and as desired by the Company execute all documents and do all acts and things at the Company's cost which may be necessary or desirable to obtain letters patent or other adequate protection in any part of the world for such Invention is set forth invention, improvement, know-how, copyrightable work or design and to vest the same in the Company for the Company's benefit. The Executive hereby irrevocably appoints the Company as the Executive's attorney in the Executive's name and on Exhibit “A” the Executive's behalf to execute all such deeds and documents and to do all such acts and things as may be necessary to give effect to this AgreementSubsection in the event that the Executive fails to comply within seven days with the written directions given by the Company pursuant to this Subsection.

Proprietary Rights. During the course of Employee's employment with the ------------------ Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “"A” " to this Agreement. The provisions of this Section 10 will be construed in accordance with the provisions of Section 2870 of the California Labor Code. Section 2870(a) of the California Labor Code provides that: (a) any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either (1) relate at the time of the conception and reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (2) result from any work performed by the employee for the employer.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of or matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated obliged to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates which related to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Company or Trover, provided that all such Inventions are listed at the time of employment on the attached Exhibit A. If Employee agrees that made, developed or conceived any Invention while he was employed by Trover, such Invention is set forth on Exhibit “A” to will be treated as if it had been made, developed or conceived during the term of this Agreement.

Proprietary Rights. During the course of Employee's employment with ------------------ the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “"A” " to this Agreement. The provisions of this Section 14 will be construed in accordance will be construed in accordance with the provisions of Section 2870 of the California Labor Code. Section 2870(a) of the California Labor Code provides that: (a) any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either (1) relate at the time of the conception and reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (2) result from any work performed by the employee for the employer.

Proprietary Rights. During the course of Employee's employment with ------------------- the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “"A” " to this Agreement.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, of and rights of the Company to, to such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee has had or will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any business businesses or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” , whether pursuant to this Agreement.Agreement or otherwise, provided that all such Inventions are listed as of the date hereof on the attached Exhibit A.

Proprietary Rights. 8.1 During the course of the Employee's employment with the Company, the Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing any such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. The Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. The Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest the Employee may have in and to such Inventions, including without limitation, limitations all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. The Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. . 8.2 The Employee will not be obligated to assign to the Company any Invention made by the Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that the Employee is so obligated if the same relates to or is based on Proprietary Information to which the Employee will have had access during and by virtue of the Employee's employment or which arises out of work assigned to the Employee by the Company. The Employee will not be obligated to assign any Invention which may be wholly conceived by the Employee after the Employee leaves the employ of the Company, except that the Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. The Employee is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by the Employee prior to the Employee's employment with the Company. Employee agrees that any , and if such Invention is set forth listed on the attached Exhibit “A” to this Agreement.A. 5

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees , provided that any all such Invention is set forth Inventions are listed at the time of employment on the attached Exhibit “A” to this Agreement.B.

Proprietary Rights. During Except as has been or will be reflected in the course Registration Statement prior to the Closing, the Company owns or possesses adequate licenses or other enforceable rights to use all patents, patent applications, trademarks, service marks, trade names, corporate names, copyrights, trade secrets, processes, mask works, licenses, inventions, formulations, technology and know-how and other intangible property used or proposed to be used in the conduct of Employeeits business as described in or contemplated by the Prospectus (the "Proprietary Rights"). Except as has been or will be reflected in the Registration Statement prior to the Closing, the Company or the entities from whom the Company has acquired rights, has taken all necessary action to enforce and/or defend all of the Company's employment Proprietary Rights. Except as has been or will be set forth in the Registration Statement, the Company has not received any notice of, and there are not any facts known to the Company that indicate the existence of (i) any infringement or misappropriation by any third party of any of the Proprietary Rights or (ii) any claim by a third party contesting the validity of any of the Proprietary Rights. The Company has not received any notice of any infringement, misappropriation or violation by the Company or any of its employees of any Proprietary Rights of third parties, and, to the best of the Company's knowledge, the Company nor any of its employees has infringed, misappropriated or otherwise violated any Proprietary Rights of any third parties; and, to the best of the Company's knowledge, no infringement, illicit copying, misappropriation or violation of any intellectual property rights of any third party has occurred or will occur with respect to any products currently being sold by the Company or with respect to any products currently under development by the Company or with respect to the conduct of the Company's business as currently contemplated. Except as has been or will be described in the Registration Statement, the Company is not aware that any of its employees are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of the employee's best efforts to promote the interests of the Company or that would conflict with the Company, Employee may make, develop 's business as currently conducted or conceive as proposed to be conducted. To the best of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (knowledge, neither the “Inventions”)execution nor delivery of this Agreement, whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain nor the sole and exclusive property carrying on of the Company. Employee also hereby assigns and agrees to assign to 's business by the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion employees of the Company, to eliminate any ambiguity as to nor the ownership of, and rights conduct of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate business, as currently conducted or as proposed to any business be conducted, will conflict with or activity result in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ a breach of the Companyterms, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign conditions or provisions of, or constitute a default under, any Invention that relates to contract, covenant or would be useful in any business or activities in instrument under which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention employee is set forth on Exhibit “A” to this Agreementnow obligated.

Proprietary Rights. During the course of Employee's employment with the CompanyCompany under this Agreement, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates substantially related to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company or its affiliates is or may reasonably be expected to become engagedengaged during the Employee's employment with the Company, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ termination of the Companythis Agreement, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company or its affiliates is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees , provided that any all such Invention is set forth Inventions are listed at the time of employment on the attached Exhibit “A” to this Agreement.D.

Proprietary Rights. During the course of Employee's employment with the CompanyCompany under this Agreement, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates substantially related to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company or its affiliates is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ termination of the Companythis Agreement, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company or its affiliates is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees , provided that any all such Invention is set forth Inventions are listed at the time of employment on the attached Exhibit “A” to this Agreement.A.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any -8- 9 business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information ProprietaryInformation to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement.

Proprietary Rights. During Employee acknowledges and agrees that Employee has no right to or interest in the course work, product, documents, reports or other materials created by Employee specifically in connection with rendering strategic advisory services performed hereunder, nor any right to or interest in any copyright therein. Company shall be deemed sole and exclusive owner of all rights, title and interest in the work product, deliverables (tangible or intangible), and other results and proceeds of Employee's employment with ’s services to the Company, Employee may makeincluding all intellectual property rights (collectively, develop the “Materials”). In the event that it should be determined that any elements or conceive components of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithmthe Materials are not deemed to be a work for hire, or that Employee is deemed to retain any other discoveryrights in the Materials by operation of law, ideaEmployee will and hereby does assign, conceptconvey and transfer to Company (or its licensor, document or improvement which relates to or is useful to the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, and which may where applicable) all rights that Employee possesses or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain possess in the sole and exclusive property of the CompanyMaterials. Employee also hereby assigns waives any rights of paternity, attribution, integrity and agrees to assign to the Company, in perpetuity, all right, title and interest Employee other similarly afforded moral rights it may have in and the Materials to the extent such Inventions, including without limitation, all copyrights, and the right to apply for rights may not be assigned under any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdictionapplicable laws. Employee further agrees, at the At Company's request ’s direction and expense, Employee will take such steps, and execute and deliver such documents, as Company deems reasonably necessary to do all things enable Company (or its licensor, where applicable) to perfect and sign all documents or instruments necessary, record its rights in the opinion Materials. In addition, Employee hereby irrevocably appoints Company as Employee’s attorney-in-fact for the purpose of executing any assignments of rights regarding the Company, to eliminate any ambiguity as Materials. This Section 5 shall apply to the ownership ofMaterials from the moment of creation, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made development and/or performance by Employee while in notwithstanding the Company's employ which does fact that Company may not relate to have yet approved the Material and/or any business or activity in which dispute over payment between the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreementparties.