Common use of Developed Intellectual Property Clause in Contracts

Developed Intellectual Property. Employee also acknowledges and agrees that in connection with the performance of Employee’s duties, Employee may author, create, or develop Confidential Information, trade secrets, and other intellectual property, both alone or in conjunction with others. With respect to any and all trade secrets, inventions (whether or not patentable), discoveries, conceptions, ideas, copyrights (including copyrights in software), know-how, other intellectual property or proprietary rights and/or improvements to any of the same authored, created, conceived, developed, or reduced to practice by Employee or Parsley (whether alone or in combination with others) (a) during Employee’s working hours, or (b) at Parsley’s, expense, or (c) using any of Parsley’s, materials or facilities, or (d) that relates to the business of Parsley or to the research or development of Parsley (collectively, “Developed Intellectual Property”), Employee agrees that the same are, and shall be, the exclusive property of the Parsley Group. Employee further acknowledges that all original works of authorship made by Employee (solely or jointly with others) that constitute Developed Intellectual Property are “works made for hire,” as that term is defined in the United States Copyright Act. Without limiting the immediately preceding sentence, Employee agrees to and does hereby assign to Parsley, or its nominee, Employee’s entire right, title, and interest in and to all Developed Intellectual Property. For clarity, such assignment includes all registrations or applications for registration of such Developed Intellectual Property, including any U.S. or international applications for patents or copyright registrations filed during or after the Term of this Agreement. Employee shall promptly disclose all such works made for hire and other Developed Intellectual Property to Parsley and, both during and after the Term of this Agreement, agrees to execute, at no cost to Parsley, any and all documents that Parsley reasonably deems necessary to obtain, maintain, protect and/or enforce its worldwide right to, title interest in, and ownership of such works made for hire and Developed Intellectual Property.

Developed Intellectual Property. Employee also acknowledges and agrees that in connection with the performance of Employee’s duties, Employee may author, create, conceive, develop or develop reduce to practice Confidential Information, trade secrets, and other intellectual propertyIntellectual Property (as defined below) in whole or in part, both either alone or in conjunction jointly with others. With respect to any and all trade secrets, inventions (whether or not patentable), discoveries, conceptions, ideas, copyrights (including copyrights in software), know-how, other intellectual property or proprietary rights such Intellectual Property and/or improvements to any of the same authored, created, conceived, developed, or reduced to practice by Employee or Parsley (whether alone or in combination with others) (a) during Employee’s working hours, or (b) at Parsley’s, ’s expense, or (c) using any of Parsley’s, ’s materials or facilities, or (d) that relates to the business of Parsley or to the research or development of Parsley (collectively, “Developed Intellectual Property”), Employee agrees that the same are, and shall be, the exclusive property of the Parsley Group. Employee further acknowledges that all original works of authorship made by Employee (solely alone or jointly with others) that constitute Developed Intellectual Property are “works made for hire,” as that term is defined in the United States Copyright ActAct and to the extent allowed by law. Without limiting the immediately preceding sentence, to the extent Employee develops any interest in the Developed Intellectual Property, Employee agrees to and does hereby assign to Parsley, or its nominee, Employee’s entire right, title, and interest in and to all Developed Intellectual Property. For clarity, such assignment includes all registrations or applications for registration of such Developed Intellectual Property, including any U.S. or international applications for patents or copyright registrations filed during or after the Term of this Agreement. Employee shall promptly disclose all such works made for hire and other Developed Intellectual Property to Parsley and, both during and after the Term of this Agreement, agrees to execute, at no cost to Parsley’s expense, any and all documents that Parsley reasonably deems necessary to assign, obtain, maintain, protect and/or enforce its worldwide right to, title interest in, and ownership of such works made for hire and Developed Intellectual Property. Employee agrees to perform, during and after the Term of this Agreement, all acts deemed necessary or desirable by Parsley to permit and assist Parsley in evidencing, perfecting, obtaining, maintaining, defending, and enforcing rights and/or Employee’s assignment of such works made for hire and Developed Intellectual Property in any and all countries, at Parsley’s expense. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. Employee hereby irrevocably designates and appoints Parsley and its duly authorized officers and agents, as Employee’s agents and attorneys-in-fact to act for and on behalf and instead of Employee, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effects as if executed by Employee.

Developed Intellectual Property. Employee also acknowledges and agrees that in connection with the performance of Employee’s duties, Employee may author, create, conceive, develop or develop reduce to practice Confidential Information, trade secrets, and other intellectual propertyIntellectual Property (as defined below) in whole or in part, both either alone or in conjunction jointly with others. With respect to any and all trade secrets, inventions (whether or not patentable), discoveries, conceptions, ideas, copyrights (including copyrights in software), know-how, other intellectual property or proprietary rights such Intellectual Property and/or improvements to any of the same authored, created, conceived, developed, or reduced to practice by Employee or Parsley (whether alone or in combination with others) (a) during Employee’s working hours, or (b) at Parsley’s, ’s expense, or (c) using any of Parsley’s, ’s materials or facilities, or (d) that relates to the business of Parsley or to the research or development of Parsley (collectively, “Developed Intellectual Property”), Employee agrees that the same are, and shall be, the exclusive property of the Parsley Group. Employee further acknowledges that all original works of authorship made by Employee (solely alone or jointly with others) that constitute Developed Intellectual Property are “works made for hire,” as that term is defined in the United States Copyright ActAct and to the extent allowed by law. Without limiting the immediately preceding sentence, to the extent Employee develops any interest in the Developed Intellectual Property, Employee agrees to and does hereby assign to Parsley, or its nominee, Employee’s entire right, title, and interest in and to all Developed Intellectual Property. For clarity, such assignment includes all registrations or applications for registration of such Developed Intellectual Property, including any U.S. or international applications for patents or copyright registrations filed during or after the Term of this Agreement. Employee shall promptly disclose all such works made for hire and other Developed Intellectual Property to Parsley and, both during and after the Term of this Agreement, agrees to execute, at no cost to Parsley’s expense, any and all documents that Parsley reasonably deems necessary to assign, obtain, maintain, protect and/or enforce its worldwide right to, title interest in, and ownership of such works made for hire and Developed Intellectual Property. Employee agrees to perform, during and after the Term of this Agreement, all acts deemed necessary or desirable by Parsley to permit and assist Parsley in evidencing, perfecting, obtaining, maintaining, defending, and enforcing rights and/or Employee’s assignment of such works made for hire and Developed Intellectual Property in any and all countries, at Parsley’s expense. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. Employee hereby irrevocably (Vice President Form) designates and appoints Parsley and its duly authorized officers and agents, as Employee’s agents and attorneys-in-fact to act for and on behalf and instead of Employee, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effects as if executed by Employee.

Developed Intellectual Property. Employee also acknowledges and agrees that in connection with the performance of Employee’s duties, Employee may author, create, conceive, develop or develop reduce to practice Confidential Information, trade secrets, and other intellectual propertyIntellectual Property (as defined below) in whole or in part, both either alone or in conjunction jointly with others. With respect to any and all trade secrets, inventions (whether or not patentable), discoveries, conceptions, ideas, copyrights (including copyrights in software), know-how, other intellectual property or proprietary rights such Intellectual Property and/or improvements to any of the same authored, created, conceived, developed, or reduced to practice by Employee or Parsley (whether alone or in combination with others) (a) during Employee’s working hours, or (b) at Parsley’s, ’s expense, or (c) using any of Parsley’s, ’s materials or facilities, or (d) that relates to the business of Parsley or to the research or development of Parsley (collectively, “Developed Intellectual Property”), Employee agrees that the same are, and shall be, the exclusive property of the Parsley Group. Employee further acknowledges that all original works of authorship made by Employee (solely alone or jointly with others) that constitute Developed Intellectual Property are “works made for hire,” as that term is defined in the United States Copyright ActAct and to the extent allowed by law. Without limiting the immediately preceding sentence, to the extent Employee develops any interest in the Developed Intellectual Property, Employee agrees to and does hereby assign to Parsley, or its nominee, Employee’s entire right, title, and interest in and to all Developed Intellectual Property. For clarity, such assignment includes all First Amendment to Amended and Restated Employment, Confidentiality, and Non-Competition Agreement Page 3 of 5 registrations or applications for registration of such Developed Intellectual Property, including any U.S. or international applications for patents or copyright registrations filed during or after the Term of this Agreement. Employee shall promptly disclose all such works made for hire and other Developed Intellectual Property to Parsley and, both during and after the Term of this Agreement, agrees to execute, at no cost to Parsley’s expense, any and all documents that Parsley reasonably deems necessary to assign, obtain, maintain, protect and/or enforce its worldwide right to, title interest in, and ownership of such works made for hire and Developed Intellectual Property. Employee agrees to perform, during and after the Term of this Agreement, all acts deemed necessary or desirable by Parsley to permit and assist Parsley in evidencing, perfecting, obtaining, maintaining, defending, and enforcing rights and/or Employee’s assignment of such works made for hire and Developed Intellectual Property in any and all countries, at Parsley’s expense. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. Employee hereby irrevocably designates and appoints Parsley and its duly authorized officers and agents, as Employee’s agents and attorneys-in-fact to act for and on behalf and instead of Employee, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effects as if executed by Employee.

Developed Intellectual Property. Employee also acknowledges and agrees that in connection with the performance of Employee’s duties, Employee may author, create, or develop Confidential Information, trade secrets, and other intellectual property, both alone or in conjunction with others. With respect to any and The Service Recipient shall have all trade secrets, inventions (whether or not patentable), discoveries, conceptions, ideas, copyrights (including copyrights in software), know-how, other intellectual property or proprietary rights and/or improvements to any of the same authored, created, conceived, developed, or reduced to practice by Employee or Parsley (whether alone or in combination with others) (a) during Employee’s working hours, or (b) at Parsley’s, expense, or (c) using any of Parsley’s, materials or facilities, or (d) that relates to the business of Parsley or to the research or development of Parsley (collectively, “Developed Intellectual Property”), Employee agrees that the same are, and shall be, the exclusive property of the Parsley Group. Employee further acknowledges that all original works of authorship made by Employee (solely or jointly with others) that constitute Developed Intellectual Property are “works made for hire,” as that term is defined in the United States Copyright Act. Without limiting the immediately preceding sentence, Employee agrees to and does hereby assign to Parsley, or its nominee, Employee’s entire right, title, title and interest in and to all Developed Intellectual Property, developed or generated for the Service Recipient as part of the Services provided under the Agreement. For clarityThe Provider hereby irrevocably assigns, such assignment includes transfers and conveys to the Service Recipient without further consideration all registrations or applications for registration of its right, title and interest in such Developed Intellectual Property, including all Intellectual Property rights and/or other proprietary rights in such materials and where such materials have not yet been created, all future copyright therein (with immediate effect from the date that such copyright comes into existence). The Provider agrees to execute any U.S. documents or international applications for patents take any other actions as may reasonably be necessary, or copyright registrations filed during or after as the Term Service Recipient may reasonably request in writing, to perfect the Service Recipient's ownership of this Agreement. Employee shall promptly disclose the Intellectual Property rights in such Developed Intellectual Property, and further, hereby irrevocably grants to the Service Recipient its power of attorney in rem suam with the right on behalf of the Provider to sign all such works made deeds and documents and to take all such actions as may be necessary for hire and other the Service Recipient to perfect its rights of ownership over such Intellectual Property should the Provider fail to comply with any such written request within 5 (five) days after date thereof. Unless otherwise agreed, where such Developed Intellectual Property to Parsley andincorporates Provider Underlying Works, both during systems, and after processes that the Term Provider did not develop in the course of this providing Services under the Agreement, agrees the Provider hereby grants the Service Recipient an irrevocable, perpetual, world-wide, fully paid-up, royalty-free, non exclusive license for the Service Recipient, its Employees and agents to executeperform any lawful act, at no cost including the right to Parsleyuse, any and all documents that Parsley reasonably deems necessary to obtaincopy, maintain, protect and/or enforce its worldwide right tomodify, title interest inenhance and create derivative works in connection with such Provider Intellectual Property. The Intellectual Property rights in and to all Service Recipient Data, literary works or other works of authorship generated in the course of performing Services and paper-based Deliverables under the Agreement, such as specifications, manuals, training materials, reports, and other Documentation, shall be owned by the Service Recipient. For the sake of clarity it is recorded that the Service Recipient shall have sole and exclusive ownership of such works made for hire and Developed the Intellectual PropertyProperty rights in all reports generated by the Provider under the Agreement.