Common use of Assignment of Rights to Intellectual Property Clause in Contracts

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive creates forming part of the Intellectual Property shall be considered “works made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively by the Company. During the term of this Agreement, the Executive consents to the use by the Company, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, during the term hereof, he will be responsible for ensuring that the Company and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s business.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose disclose, if the Executive has not done so already, all Intellectual Property to the Company. The Executive shall maintain adequate records (whether written, electronic, or otherwise) to document the Intellectual Property, including without limitation the conception and reduction to practice of all inventions, and shall make such records available to the Company upon request. The Company shall have sole ownership of all Intellectual Property and all such records with respect thereto. The Executive hereby assigns assigns, conveys, and agrees to assign grants to the Company (or as otherwise directed by the Company) , and agrees to assign, convey and grant to the Company (or as otherwise directed by the Company) , all of the Executive’s full right, title title, and interest in and to the Intellectual Property and any and all patents, patent applications, and copyrights relating to the Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive creates forming part of the Intellectual Property shall be considered “works work made for hire” and “works made in the course of employment” hire “ and shall, upon creation, be owned exclusively by the Company. During The Executive represents that the term attached Exhibit A contains a complete list of all inventions, copyrightable works, tangible materials, and other intellectual property that the Executive (either alone or jointly with others) conceived, developed, discovered, created, or reduced to practice prior to the Executive’s employment with the Company (the “Prior IP”). The Prior IP is not assigned to the Company under this Agreement, except to the extent that the Executive expressly assigns such Prior IP to the Company under the terms of a separate written instrument. If no Prior IP is listed on Exhibit A , the Executive represents that no Prior IP exists. The Executive recognizes that the protection of the Intellectual Property of the Company against unauthorized disclosure and use is of critical importance to the Company, and therefore, the Executive agrees to use the Executive’s best efforts and exercise utmost diligence to protect and safeguard the Intellectual Property of the Company and its Affiliates, if any, and, except as may be expressly required by the Company in connection with the Executive’s performance of the Executive’s obligations to the Company under this Agreement, the Executive consents shall not, either during the Term of this Agreement or thereafter, directly or indirectly, use for the Executive’s own benefit or for the benefit of another, or disclose to the use by the Companyanother, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, during the term hereof, he will be responsible for ensuring that the Company and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s businessIntellectual Property.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) reasonably requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time reasonably requested to be spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive creates forming part of the Intellectual Property shall be considered “works work made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively by the Company. During The Company will promptly reimburse the term Executive’s out-of-pocket expenses incurred in complying with Company requests hereunder. Prior to commencing any project on behalf of this Agreementthe Company, the Executive consents shall disclose any information or Intellectual Property that may be relevant to such project to which he may claim a right or interest by reason of having invented, discovered, or originated the same prior to the use by commencement of employment for the Company, its Affiliates and their respective agents and representatives, ; the burden of proving such prior right or interest shall be on the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s businessExecutive, and the Executive’s failure to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by notify the Company of such rights or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, during the term hereof, he interests will be responsible for ensuring that the Company deemed a waiver of such rights and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s businessinterests.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose disclose, if he/she has not done so already, all Intellectual Property to the Company. The Executive shall maintain adequate records (whether written, electronic, or otherwise) to document the Intellectual Property, including without limitation the conception and reduction to practice of all inventions, and shall make such records available to the Company upon request. The Company shall have sole ownership of all Intellectual Property and all such records with respect thereto. The Executive hereby assigns assigns, conveys, and agrees to assign grants to the Company (or as otherwise directed by the Company) ), and agrees to assign, convey and grant to the Executive’s full Company (or as otherwise directed by the Company), all of his/her right, title title, and interest in and to the Intellectual Property and any and all patents, patent applications, and copyrights relating to the Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive creates forming part of the Intellectual Property shall be considered “works work made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively by the Company. During The Executive represents that the term attached Exhibit A contains a complete list of all inventions, copyrightable works, tangible materials, and other intellectual property that the Executive (either alone or jointly with others) conceived, developed, discovered, created, or reduced to practice prior to the Executive’s employment with the Company (the “Prior IP”). The Prior IP is not assigned to the Company under this Agreement, except to the extent that the Executive expressly assigns such Prior IP to the Company under the terms of a separate written instrument. If no Prior IP is listed on Exhibit A, the Executive represents that no Prior IP exists. The Executive recognizes that the protection of the Intellectual Property of the Company against unauthorized disclosure and use is of critical importance to the Company, and therefore, the Executive agrees to use his/her best efforts and exercise utmost diligence to protect and safeguard the Intellectual Property of the Company and its Affiliates, if any, and, except as may be expressly required by the Company in connection with the Executive’s performance of his/her obligations to the Company under this Agreement, the Executive consents shall not, either during the Term of this Agreement or thereafter, directly or indirectly, use for his/her own benefit or for the benefit of another, or disclose to the use by the Companyanother, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, during the term hereof, he will be responsible for ensuring that the Company and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s businessIntellectual Property.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose disclose, if he/she has not done so already, all Intellectual Property to the Company. The Executive shall maintain adequate records (whether written, electronic, or otherwise) to document the Intellectual Property, including without limitation the conception and reduction to practice of all inventions, and shall make such records available to the Company upon request. The Company shall have sole ownership of all Intellectual Property and all such records with respect thereto. The Executive hereby assigns assigns, conveys, and agrees to assign grants to the Company (or as otherwise directed by the Company) ), and agrees to assign, convey and grant to the Executive’s full Company (or as otherwise directed by the Company), all of his/her right, title title, and interest in and to the Intellectual Property and any and all patents, patent applications, and copyrights relating to the Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive creates forming part shall be considered “work made for hire”. The Executive represents that the attached Exhibit A contains a complete list of all inventions, copyrightable works, tangible materials, and other intellectual property that the Executive (either alone or jointly with others) conceived, developed, discovered, created, or reduced to practice prior to the Effective Date (the “Prior IP”). The Prior IP is not assigned to the Company under this Agreement, except to the extent that the Executive expressly assigns such Prior IP to the Company under the terms of a separate written instrument. If no Prior IP is listed on Exhibit A, the Executive represents that no Prior IP exists. The Executive recognizes that the protection of the Intellectual Property shall of the Company against unauthorized disclosure and use is of critical importance to the Company, and therefore, the Executive agrees to use his/her best efforts and exercise utmost diligence to protect and safeguard the Intellectual Property of the Company and its Affiliates, if any, and, except as may be considered “works made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively expressly required by the Company. During Company in connection with the term Executive’s performance of his/her obligations to the Company under this Agreement, the Executive consents shall not, either during the Term of this Agreement or thereafter, directly or indirectly, use for his/her own benefit or for the benefit of another, or disclose to the use by the Companyanother, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, during the term hereof, he will be responsible for ensuring that the Company and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s businessIntellectual Property.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose disclose, if he/she has not done so already, all Intellectual Property to the Company. The Executive shall maintain adequate records (whether written, electronic, or otherwise) to document the Intellectual Property, including without limitation the conception and reduction to practice of all inventions, and shall make such records available to the Company upon request. The Company shall have sole ownership of all Intellectual Property and all such records with respect thereto. The Executive hereby assigns assigns, conveys, and agrees to assign grants to the Company (or as otherwise directed by the Company) ), and agrees to assign, convey and grant to the Executive’s full Company (or as otherwise directed by the Company), all of his/her right, title title, and interest in and to the Intellectual Property and any and all patents, patent applications, and copyrights relating to the Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive creates forming part shall be considered "work made for hire". The Executive recognizes that the protection of the Intellectual Property shall of the Company against unauthorized disclosure and use is of critical importance to the Company, and therefore, the Executive agrees to use his/her best efforts and exercise utmost diligence to protect and safeguard the Intellectual Property of the Company and its Affiliates, if any, and, except as may be considered “works made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively expressly required by the Company. During Company in connection with the term Executive's performance of his/her obligations to the Company under this Agreement, the Executive consents shall not, either during the Term of this Agreement or thereafter, directly or indirectly, use for his/her own benefit or for the benefit of another, or disclose to the use by the Companyanother, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, during the term hereof, he will be responsible for ensuring that the Company and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s businessIntellectual Property.

Assignment of Rights to Intellectual Property. The Executive Grantee shall promptly and fully disclose all Intellectual Property (defined below) to the Company. The Executive Xxxxxxx hereby assigns and agrees to assign to the Company US_Active\117765821\V-1 (or as otherwise directed by the Company) the ExecutiveXxxxxxx’s full right, title and interest in and to all Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive Xxxxxxx agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive Grantee will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive Xxxxxxx creates forming part of the Intellectual Property shall be considered “works work made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively by the Company. During the term For purposes of this AgreementSection 8, “Intellectual Property” means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by Grantee (whether alone or with others and whether or not during normal business hours or on or off the Executive consents to the use by the Company, its Affiliates and their respective agents and representatives, premises of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside subsidiaries) during Xxxxxxx’s employment with the ordinary course Company or any of its subsidiaries (including prior to the Effective Date if applicable) that relate to either the Products or any prospective activity of the Company’s business and (ii) agrees that, during Company or any of its subsidiaries or that make use of Confidential Information or any of the term hereof, he will be responsible for ensuring that equipment or facilities of the Company and or any of its Affiliates do not use such recognizable features outside the ordinary course of the Company’s businesssubsidiaries.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose disclose, if she has not done so already, all Intellectual Property to the Company. The Executive shall maintain adequate records (whether written, electronic, or otherwise) to document the Intellectual Property, including without limitation the conception and reduction to practice of all inventions, and shall make such records available to the Company upon request. The Company shall have sole ownership of all Intellectual Property and all such records with respect thereto. The Executive hereby assigns assigns, conveys, and agrees to assign grants to the Company (or as otherwise directed by the Company) ), and agrees to assign, convey and grant to the Executive’s full Company (or as otherwise directed by the Company), all of her right, title title, and interest in and to the Intellectual Property and any and all patents, patent applications, and copyrights relating to the Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive creates forming part of the Intellectual Property shall be considered “works work made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively by the Company. During The Executive represents that the term attached Exhibit A contains a complete list of all inventions, copyrightable works, tangible materials, and other intellectual property that the Executive (either alone or jointly with others) conceived, developed, discovered, created, or reduced to practice prior to the Executive’s employment with the Company (the “Prior IP”). The Prior IP is not assigned to the Company under this Agreement, except to the extent that the Executive expressly assigns such Prior IP to the Company under the terms of a separate written instrument. If no Prior IP is listed on Exhibit A, the Executive represents that no Prior IP exists. The Executive recognizes that the protection of the Intellectual Property of the Company against unauthorized disclosure and use is of critical importance to the Company, and therefore, the Executive agrees to use her best efforts and exercise utmost diligence to protect and safeguard the Intellectual Property of the Company and its Affiliates, if any, and, except as may be expressly required by the Company in connection with the Executive’s performance of her obligations to the Company under this Agreement, the Executive consents shall not, either during the Term of this Agreement or thereafter, directly or indirectly, use for her own benefit or for the benefit of another, or disclose to the use by the Companyanother, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, during the term hereof, he will be responsible for ensuring that the Company and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s businessIntellectual Property.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose disclose, if he has not done so already, all Intellectual Property to the Company. The Executive shall maintain adequate records (whether written, electronic, or otherwise) to document the Intellectual Property, including without limitation the conception and reduction to practice of all inventions, and shall make such records available to the Company upon request. The Company shall have sole ownership of all Intellectual Property and all such records with respect thereto. The Executive hereby assigns assigns, conveys, and agrees to assign grants to the Company (or as otherwise directed by the Company) ), and agrees to assign, convey and grant to the Executive’s full Company (or as otherwise directed by the Company), all of his right, title title, and interest in and to the Intellectual Property and any and all patents, patent applications, and copyrights relating to the Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive creates forming part shall be considered "work made for hire". The Executive recognizes that the protection of the Intellectual Property shall of the Company against unauthorized disclosure and use is of critical importance to the Company, and therefore, the Executive agrees to use his best efforts and exercise utmost diligence to protect and safeguard the Intellectual Property of the Company and its Affiliates, if any, and, except as may be considered “works made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively expressly required by the Company. During Company in connection with the term Executive's performance of his obligations to the Company under this Agreement, the Executive consents to the use by the Companyshall not, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, either during the term hereofof this Agreement or thereafter, he will be responsible directly or indirectly, use for ensuring that his own benefit or for the Company and its Affiliates do not use benefit of another, or disclose to another, any of such recognizable features outside the ordinary course of the Company’s businessIntellectual Property.

Assignment of Rights to Intellectual Property. The Executive Employee shall promptly and fully disclose all Intellectual Property to the Company. The Executive Employee hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the ExecutiveEmployee’s full right, title and interest in and to all Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive Employee agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce or otherwise protect its rights and interests in any patents, copyrights or other proprietary rights to the Intellectual Property. If the Company is unable, after reasonable effort, to secure the Employee’s signature on any such applications or instruments, the Employee hereby irrevocably designates and appoints each officer of the Company as the Employee’s agent and attorney-in-fact to execute any such applications or instruments on the Employee’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Intellectual Property. The Executive Employee will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying employing with these obligations. All copyrightable works that the Executive Employee creates forming part of the Intellectual Property shall be considered “works work made for hire” and “works made in ”. The Employee’s obligation to assign his or her rights to Intellectual Property under this Section 8 shall not apply to any invention (i) that the course of employment” and shallEmployee develops on the Employee’s own time, upon creation, be owned exclusively by the Company. During the term of this Agreement, the Executive consents to the use by the Company, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of without using the Company’s businessequipment, and supplies, facilities or trade secret information, unless such invention relates at the time of conception or reduction to further practice of the commercial goals invention to the Company’s business or to the actual or demonstrably anticipated research or development of the Company or results from any work performed by the Employee for the Company or (ii) that, under applicable law, the Employee may not be required to assign to the Company. The Executive (i) represents and warrants that, as of Employee hereby waives all claims to any moral rights or other special rights which the date hereof, such recognizable features Employee may have not been used by the Company or accrue in any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, during the term hereof, he will be responsible for ensuring that the Company and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s businessIntellectual Property.