Common use of Developments Clause in Contracts

Developments. The Executive agrees that all discoveries, inventions, processes, methods and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or products, whether patentable or subject to copyright protection and whether or not reduced to practice, during the period of the Executive's employment with the Company ("Developments"), shall be the sole property of the Company. The Executive agrees to, and hereby does, assign to the Company all of the Executive's right, title and interest throughout the world in and to all Developments. The Executive agrees that such Developments shall constitute works made for hire under the copyright laws of the United States and hereby assigns to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make and maintain adequate and current written records of all Developments, and the Executive shall disclose all developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developments.

Developments. The Executive agrees that the Company shall own all discoveriesright, title and interest (including patent rights, copyrights, trade secret rights and other rights throughout the world) in any inventions, processesworks of authorship, methods and improvements, conceived, developed ideas or otherwise information made by the Executive at any time, alone or with others in any way relating to the Company's present conceived or future business or products, whether patentable or subject to copyright protection and whether or not reduced to practice, in whole or in part, by the Executive (either alone or with others) during the period Employment Term (collectively “Developments”); provided, that the Company shall not own any of the Executive's employment with foregoing (which shall not constitute “Developments”) for which no equipment, supplies, facility or trade secret information of the Company Group was used and which were developed entirely on the Executive’s time, and ("Developments")x) which do not relate (A) to the business of the Company Group or (B) to the Company Group’s actual or demonstrably anticipated research or development, shall be or (y) which do not result from any work performed by the sole property Executive for the Company Group. Subject to the foregoing, the Executive will promptly and fully disclose to the Company, or any persons designated by it, any and all Developments made or conceived or reduced to practice or learned by the Executive, either alone or jointly with others during the Employment Term. The Executive hereby assigns all right, title and interest in and to any and all of these Developments to the Company. The Executive agrees toshall further assist the Company, at the Company’s expense, to further evidence, record and perfect such assignments, and hereby doesto perfect, assign obtain, maintain, enforce, and defend any rights specified to the Company all of the Executive's right, title and interest throughout the world in and to all Developmentsbe so owned or assigned. The Executive agrees hereby irrevocably designates and appoints the Company and its agents as attorneys-in-fact to act for and on the Executive’s behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by the Executive. In addition, and not in contravention of any of the foregoing, the Executive acknowledges that such Developments shall constitute all original works of authorship which are made by him (solely or jointly with others) within the scope of employment and which are protectable by copyright are “works made for hire under the copyright laws of hire,” as that term is defined in the United States and hereby assigns to the Company all copyrightsCopyright Act (17 USCA, patents and other proprietary rights § 101). The obligations of the Executive may have in such Developments. The Executive described herein shall make and maintain adequate and current written records of all Developments, and continue beyond the Executive shall disclose all developments promptly, fully and in writing to the Company promptly after development conclusion of the sameEmployment Term with respect to inventions, and at any time upon requestdiscoveries, providedimprovements or copyrightable works initiated, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information conceived or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by during the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or DevelopmentsEmployment Term.

Developments. The Executive agrees that all discoveries, inventions, processes, methods and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or products, whether patentable or subject to copyright protection and whether or not reduced to practice, during the period of the Executive's employment with the Company ("Developments"), Developments shall be the sole and exclusive property of the Company. The Executive agrees to, and hereby does, assign to the Company Company, without any further consideration, all of the Executive's ’s right, title and interest throughout the world in and to all Developments. The Executive agrees that all such Developments shall that are copyrightable may constitute works made for hire under the copyright laws of the United States and, as such, acknowledges that the Company is the author of such Developments and owns all of the rights comprised in the copyright of such Developments. The Executive hereby assigns to the Company without any further consideration, and at the Company’s sole expense, all copyrights, patents of the rights comprised in the copyright and other proprietary rights the Executive may have in any such DevelopmentsDevelopment to the extent that it might not be considered a work made for hire. The Executive shall make and maintain adequate and current written records of all Developments, Developments and the Executive shall disclose all developments Developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph . This Section 6.D shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations not apply to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information Developments that were solely or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed jointly made by the Executive prior to employment with the commencement of his employment by Company (collectively referred to here as “Prior Inventions”), which are listed and described in Exhibit 1 to this Agreement, and are not assigned to the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made If no such list is attached, Executive represents that there are no Prior Inventions. If Executive has incorporated a Prior Invention owned by the Executive (a) or in which is developed by the Executive without the use has an interest into a product or service of the Company's property , then the Company is granted and will have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to any and all rights, including without limitation, to make, use, sell, offer for sale, import, copy, distribute or facilitiesotherwise make available, modify, prepare derivative work of the Prior Invention, including the right to sublicense and assign all use rights in connection with such product or service. Additionally, the Executive understands that nothing in this Agreement shall require the Executive to assign any inventions to the Company that (bi) which does not make any use of confidential informationis made, (c) which is developed conceived and reduced to practice entirely by the Executive Executive, entirely on his the Executive’s own time, and (d) which does not relate to the Company's business without use of any facilities, equipment, resources or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request Confidential Information of the Company, (ii) is not related or applicable to the then current or demonstrably anticipated business or research and development of the Company, and (iii) did not result from any work performed by the Executive shall return promptly to the Company all for the Company's property, including all copies of all confidential information or Developments.as provided by California Labor Code Section 2870 which reads as follows:

Developments. The Executive agrees that all discoveries, inventions, processes, methods and improvements, conceived, developed or otherwise made by the Executive at any time, (a) If Employee (either alone or with others in others) makes, conceives, creates, discovers, invents or reduces to practice (herein “Generates” or are “Generated”) any way Developments (as defined below), such Developments, and all of his rights and interests therein and all of his records relating to the Company's present or future business or products, whether patentable or subject to copyright protection and whether or not reduced to practice, during the period of the Executive's employment with the Company ("such Developments"), shall be the sole and absolute property of the Company. The Executive agrees to, Employee shall promptly disclose to the Company each such Development and hereby does, assign shall deliver to the Company all of his records relating to each such Development. Employee hereby assigns to the Executive's Company any and all rights (including, but not limited to, any rights under patent law, copyright law and/or other similar laws in any 3 country) that he has or may have or may acquire in the Developments, without further compensation. All Developments which are copyrightable works shall be works made for hire. (b) “Developments” means any invention, design, development, improvement, process, software program, work of authorship, trademark or technique, whether or not patentable or registrable under copyright or similar statutes, that (1) are Generated while Employee is employed by the Company and relates to or is useful in the actual or planned business of the Company or any of the products or services being developed, manufactured, sold and/or provided by the Company, (2) result from tasks assigned to Employee by the Company or tasks within Employee’s scope of responsibility, or (3) result from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company. Employee acknowledges that any Developments Generated during his employment, prior to the date of this Agreement, are the sole and absolute property of Company and the terms of this Agreement shall apply to such Developments. (c) Employee will, upon the Company’s request, without further compensation but at the Company’s expense, during and after his employment, promptly execute specific assignments of title to the Company and take such further acts as requested by the Company to confirm, secure, perfect, protect, enforce and/or transfer the Company’s right, title and interest throughout the world in and to all Developments. The Executive agrees that such Developments shall constitute works made for hire under the copyright laws of the United States and hereby assigns to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make Such acts may include, but are not limited to, Employee’s execution and maintain adequate delivery of documents and current instruments and his assistance and cooperation in the registration and enforcement of applicable patents, copyrights or other forms of protection or other legal proceedings. If, at any time, Employee’s cooperation is required to enable the Company to secure, perfect, protect, enforce or transfer its right, title or interest in any Development and Employee fails to respond within fourteen (14) calendar days to a written records request from the Company for action sent by PAREXEL to the last address for Employee maintained by the Company, Employee hereby appoints PAREXEL as his attorney, and grants PAREXEL his power of attorney to execute in good faith, commercially reasonable applications, releases, assignments, or other documents or agreements reasonably required to secure, perfect, protect, enforce or transfer the Company’s right, title or interest. 7. Publications Employee agrees that he will, no later than thirty (30) days prior to submission for publication in any forum (including electronic and on-line), provide the Company with copies of all Developments, writings and the Executive shall disclose all developments promptly, fully and in writing materials which reference PAREXEL or otherwise relate to his employment with the Company promptly after development which he proposes to publish during his employment with the Company and within six (6) months immediately following the termination of his employment for any reason, whether voluntarily or involuntarily. Employee also agrees that he will remove or cause to be removed from the same, writings and at materials any time upon request, provided, however, that developments excluded under the following paragraph shall be received Confidential Information (as reasonably determined by the Company in confidenceits sole discretion) and/or any reference to PAREXEL, upon the Company’s request. 8. Reasonableness Employee agrees that the limitations set forth in this Agreement are reasonable given the highly competitive nature of the Company's business and are required for the Company's protection based upon numerous factors, including the knowledge and information to which Employee will have or has had access during Employee's employment with the Company. 9. Injunctive Relief Employee acknowledges that a breach of this Agreement will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate. As a result, Employee agrees that in the event of such a breach or threat of such a breach the Company shall, in addition to any other remedies available to it, have the right to injunctive relief, without the necessity of posting a bond. 10. Governing Law, Forum and Jury Waiver This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without reference to its principles of conflict of laws. The Executive parties agree that any action or proceeding with respect to this Agreement and 4 Employee’s employment shall be brought exclusively in the state or federal courts in the Commonwealth of Massachusetts, and Employee voluntarily submits to the exclusive jurisdiction over Employee's person by a court of competent jurisdiction located within the Commonwealth of Massachusetts. The parties hereby irrevocably waive any objection they may now or hereafter have to the laying of venue of any such action in the Commonwealth of Massachusetts, and further irrevocably waive any claim they may now or hereafter have that any such action brought in said court(s) has informed been brought in an inconvenient forum. The parties hereby expressly waive their right to a jury trial for any claim relating to his rights or obligations under this Agreement. This Agreement is intended to supplement, and not supersede, any remedies or claims that may be available to the Company under applicable law, including any claims asserting misappropriation of trade secrets or unfair trade practices. 11. Entire Agreement This Agreement contains all the understanding between the parties hereto pertaining to the subject matter hereof and supersedes all undertakings, promises and agreements, whether oral or in writing, previously entered into between them with respect to the subject matter herein. 12. Amendment, Modification or Waiver No provision of this Agreement may be amended, or modified unless such amendment or modification is in writing, signed by Employee and by a duly authorized officer of the Company. No act or failure to act by the Company will waive any right, condition or provision contained herein. Any waiver by the Company must be in writing and signed by a duly authorized officer of the Company to be effective. 13. Severability In case any continuing one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or other unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope or subject, it shall be construed by limiting it and reducing it so as to be enforceable to the extent compatible with applicable law as it shall then appear. 14. Prior Obligations (a) Employee warrants and represents to the Company that his employment by the Company and execution and performance of this Agreement does not conflict with any prior obligations to any previous employers which require him third parties, and Employee agrees that he will not to disclose to the Company any information, and the Executive has also informed the Company in writing proprietary information of any and all confidential information former or Developments which the Executive claims as his own and intends concurrent employer, unless consented to exclude from the restrictions set forth by such employer. Any violation of this Section 14(a) by Employee may result in the previous paragraph because it was developed by the Executive prior to the commencement immediate termination of his employment with the Company. (b) Employee warrants and represents to the Company that he does not own or control and will not own or control while he is employed by the Company. There shall also be excluded from , any right, title or interest in any invention, design, development, improvement, process, software program, work of authorship, trademark or technique, whether or not patentable or registrable under copyright or similar statutes, that relates in any manner to, or is useful in, the restrictions set forth actual or planned business or products of the Company or relates in the previous paragraph any Development made by the Executive (a) which manner to, or is developed by the Executive without the use useful in, its actual or anticipated research and development of the Company's property . If, in contravention of the foregoing, any invention, design, development, improvement, process, software program, work of authorship, trademark or facilitiestechnique exists, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate Employee grants to the Company's business company a perpetual, paid up, worldwide license to such invention, design, development, improvement, process, software program, work of authorship, trademark or to the Company's ongoing or planned research and development effortstechnique. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developments15.

Developments. The Executive Consultant agrees that any and all discoveries, inventions, processes, methods and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or products, whether patentable or subject to copyright protection and whether or not reduced to practice, during the period of the Executive's employment with the Company Developments ("Developments"), as defined below) shall be the sole and exclusive property of the Company. The Executive agrees to, and Consultant hereby does, assign irrevocably assigns to the Company all of the Executive's Consultant’s worldwide right, title and interest throughout the world in and to all any ideas, concepts, processes, discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other copyrightable works, and any other work product created, conceived, reduced to practice or developed by Consultant (whether alone or jointly with others) (i) in the course of performing the Services hereunder, and/or (ii) based on any information received by Consultant from Company (each, a “Development” and together, the “Developments”), in each case, whether before the Effective Date or during the Term of this Agreement. The Executive agrees that such Developments shall constitute works Each copyrightable work, to the extent permitted by law, will be considered a work made for hire under and the authorship and copyright laws of the United States work shall be in Company’s name. Consultant agrees to hold all Developments confidential in accordance with Section 4 of this Agreement. Consultant shall promptly disclose to Company each Development. Consultant agrees that, upon Company’s request, it will provide Company (or anyone it designates) with all reasonable assistance and hereby assigns cooperation, and execute documents and take such further actions to confirm and enforce Company’s right, title and interest in and to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make and maintain adequate and current written records of all Developments, and to enable Company to maintain, perfect, and/or enforce Company’s rights in the Executive shall disclose all developments promptlyDevelopments, fully and in writing to the Company promptly after development of the sameincluding, and at any time upon requestwithout limitation, provided, however, that developments excluded under the following paragraph shall be received by the assisting Company in confidence. The Executive has informed recording, prosecuting, renewing and/or registering its right, title and interest in the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any informationDevelopments, and the Executive has also informed the Company in writing of including any and all confidential information intellectual property rights, all at Company’s cost and expense. If for any reason Consultant’s interest in a Development is subordinate to another party’s interest, or if Consultant’s interest in such Development has been released to another party pursuant to a contract or governmental regulation, Consultant agrees to notify Company and take whatever steps Company deems necessary to convert or transfer such third party’s interest in such Development to Consultant for subsequent transfer to Company under the terms of this Agreement. Furthermore, if for any reason Company is unable to obtain Consultant’s execution of any document necessary to prepare, file, and/or prosecute such applications, Consultant hereby appoints Company as Consultant’s attorney-in-fact exclusively for the purpose of executing any such documents as may be reasonably necessary to prepare, file, and/or prosecute such applications. Consultant retains no rights to use the Developments which and agrees not to challenge the Executive claims as his own and intends to exclude from validity of Company’s ownership of the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement Developments. Company shall determine inventorship of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's in accordance with applicable intellectual property or facilities, (b) which does law and shall not make be obligated to list Consultant as an inventor on patent filings with respect to any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or DevelopmentsDevelopment.

Developments. The Executive agrees that the Company shall own all discoveriesright, title and interest (including patent rights, copyrights, trade secret rights and other rights throughout the world) in any inventions, processesworks of authorship, methods and improvementsideas or information made or conceived or reduced to practice, conceivedin whole or in part, developed or otherwise made by the Executive at any time, (either alone or with others in others) during the Employment Period (collectively "Developments"); provided that the Company shall not own Developments for which no equipment, supplies, facility or trade secret information of the Company or any way relating of its affiliates was used and which were developed entirely on the Executive's time, and (i) which do not relate (A) to the business of the Company or its affiliates or (B) to the Company's present or future business its affiliates' actual or productsdemonstrably anticipated research or development, whether patentable or subject (ii) which do not result from any work performed by the Executive for the Company or its affiliates. Subject to copyright protection the foregoing, the Executive will promptly and whether fully disclose to the Company, or not any persons designated by it, any and all Developments made or conceived or reduced to practicepractice or learned by the Executive, either alone or jointly with others during the period Employment Period. The Executive hereby assigns all right, title and interest in and to any and all of the Executive's employment with the Company ("Developments"), shall be the sole property of these Developments to the Company. The Executive agrees to, and hereby does, assign to the Company all of the Executive's right, title and interest throughout the world in and to all Developments. The Executive agrees that such Developments shall constitute works made for hire under the copyright laws of the United States and hereby assigns to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make and maintain adequate and current written records of all Developments, and the Executive shall disclose all developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by further assist the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights specified to be so owned or assigned. The Executive hereby irrevocably designates and appoints the Company and its agents as attorneys-in-fact to act for and on the Executive's behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by the Executive. In addition, and not in contravention of any of the foregoing, the Executive shall execute acknowledges that all documents original works of authorship which are made by him (solely or jointly with others) within the scope of his employment and perform all lawful acts which are protectable by copyright are "works made for hire," as that term is defined in the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this United States Copyright Act (17 USCA, Section 5(D101). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developments.

Developments. The Executive agrees that Employee has attached hereto, as Exhibit A, a list describing all discoveries, ideas, inventions, improvements, enhancements, processes, methods methods, techniques, developments, software, and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, which were created, made, conceived or reduced to copyright protection practice by the Employee prior to the Employee’s employment by the Company and which are owned by Employee, which relate directly or indirectly to the current or anticipated future business of the Company, and which are not assigned to the Company hereunder (collectively, “Prior Developments”); or, if no such list is attached, Employee represents that there are no Prior Developments. Employee agrees not to incorporate any Prior Developments into any Company product, material, process or service without prior written consent of an officer of the Company. If Employee does incorporate any Prior Development into any Company product, material, process or service, Employee hereby grants to the Company a non-exclusive, worldwide, perpetual, transferable, irrevocable, royalty-free, fully-paid right and license to make, have made, use, offer for sale, sell, import, reproduce, modify, prepare derivative works, display, perform, transmit, distribute and otherwise exploit such Prior Development and to practice any method related thereto. The Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by Employee or under Employee’s direction or jointly with others during Employee’s employment by the Company, whether or not reduced during normal working hours or on the premises of the Company (all of which are collectively referred to practice, in this Agreement as “Developments”). The Employee acknowledges that each original work of authorship which is made by the Employee (solely or jointly with others) within the scope of and during the period of the Executive's Employee’s employment with the Company ("Developments"), shall be and which is protectable by copyright is a “work made for hire,” as that term is defined in the sole property of the CompanyUnited States Copyright Act. [The Executive Employee agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's Employee’s right, title and interest throughout the world in and to all DevelopmentsDevelopments (other than Prior Developments listed on Exhibit A, if any) and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 3(b) shall not apply to Developments which do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Employee not during normal working hours, not on the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. The Executive agrees that such Developments Employee understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 3(b) shall be interpreted not to apply to any invention which a court rules and/or the United States Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments.]1 The Employee agrees to cooperate fully with the Company, both during and hereby assigns after Employee’s employment with the Company, with respect to the Company all procurement, maintenance and enforcement of copyrights, patents and other proprietary intellectual property rights (both in the Executive may have in such United States and foreign countries) relating to Developments. The Executive Employee shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and maintain adequate powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Employee further agrees that if the Company is unable, after reasonable effort, to secure the signature of all Developmentsthe Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Executive shall disclose all developments promptly, fully Employee hereby irrevocably designates and in writing to appoints each executive officer of the Company promptly after development of the sameas Employee’s agent and attorney-in-fact to execute any such papers on Employee’s behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers may deem necessary or advisable desirable in order to secure protect its rights hereunder and to carry out interests in any Development, under the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.

Developments. The Executive agrees that Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, inventionsmethods, processesdevelopments, methods software, and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by the Employee or under the Employee’s direction or jointly with others during the Relationship, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company ("all of which are collectively referred to in this Agreement as “Developments"”), shall be the sole property of the Company. The Executive Employee agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's his/her right, title and interest throughout the world in and to all Developments and all related patents, patent applications, copyrights and copyright applications to the maximum extent permitted by Section 805 of the Delaware Code Annotated or any like statute of any other state. The Employee hereby also waives all claims to moral rights in any Developments. The Executive agrees Employee understands that such the provisions of this Agreement requiring assignment of Developments shall constitute works made for hire to the Company do not apply to any invention which qualifies fully under the copyright laws provisions of Section 805 of the Delaware Code Annotated (attached hereto as Exhibit A). The Employee agrees to advise the Company promptly in writing of any inventions that he/she believes meets the criteria in Section 805 of the Delaware Code Annotated and not otherwise disclosed on Exhibit B. If in the course of the Relationship, the Employee uses or incorporates into a product, process or machine any inventions not covered by Section 3(b) of this Agreement in which the Employee has an interest, the Employee will promptly so inform the Company. Whether or not the Employee gives such notice, the Employee hereby irrevocably grants to the Company a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with right to transfer and to sublicense, to practice and exploit such inventions and to make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute under all applicable intellectual properties without restriction of any kind. The Employee agrees to cooperate fully with the Company, both during and after his/her employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights and patents (both in the United States and hereby assigns foreign countries) relating to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive Employee shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights, and maintain adequate powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Employee further agrees that if the Company is unable, after reasonable effort, to secure the signature of all Developmentsthe Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Executive shall disclose all developments promptly, fully Employee hereby irrevocably designates and in writing to appoints each executive officer of the Company promptly after development of the sameas his/her agent and attorney-in-fact to execute any such papers on his/her behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers may deem necessary or advisable desirable in order to secure protect its rights hereunder and to carry out interests in any Development, under the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.

Developments. (a) The Executive agrees Employee acknowledges that all discoveriesdevelopments, including, without limitation, inventions, processespatentable or otherwise, methods and discoveries, improvements, conceivedpatents, developed or otherwise made by the Executive at any timetrade secrets, alone or with others in any way designs, reports, computer software, flow charts and diagrams, procedures, data, documentation, ideas and writings and applications thereof relating to the Company's present or future business or productsplanned business that, whether patentable alone or subject to copyright protection and whether or not jointly with others, the Employee may have conceived, created, made, developed, reduced to practice, practice or acquired during the period of the Executive's his employment with the Company (collectively, the "Developments"), ) are works made for hire and shall be remain the sole and exclusive property of the Company. The Executive agrees to, Company and the Employee hereby does, assign assigns to the Company all of the Executive's his right, title and interest throughout the world in and to all such Developments. The Executive agrees that If, for any reason, such Developments are not deemed works for hire, the Employee shall constitute works made for hire under the copyright laws of the United States assign, and hereby assigns to the Company all copyrightsof the Employee's right, patents title and other proprietary interest (including, but not limited to copyright, patent, and all rights the Executive may have of inventorship) in and to such Developments. The Executive shall make and maintain adequate and current written records of all DevelopmentsEmployee agrees that he will, and the Executive shall disclose all developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request expense of the Company, the Executive shall return promptly to execute all instruments and papers and perform all acts whatsoever, which are necessary or desired by the Company to vest and confirm in the Company, and its successors, assigns and nominees, fully and completely, all rights created by this section and which may be necessary or desirable to enable the Company, and its successors, assigns and nominees, to secure and enjoy the full benefits and advantages thereof. The Employee shall assist and cooperate with the Company or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason the Employee refuses or is unable to assist the Company in obtaining or enforcing its rights with respect to such Developments, the Employee hereby irrevocably designates and appoints the Company and its duly authorized agents as the Employee's agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect the Company's property, including all copies rights in the Developments. The Employee expressly acknowledges that the special foregoing power of all confidential information attorney is coupled with an interest and is therefore irrevocable and shall survive the death of or Developmentsincompetency of the Employee as well as any termination of this Agreement.

Developments. The Executive agrees that Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods methods, techniques, developments, software, and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by him/her or under his direction or jointly with others during his employment by the Company, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company ("all of which are collectively referred to in this Agreement as “Developments"”), shall be the sole property of the Company. The Executive Employee agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's his right, title and interest throughout the world in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 3(b) shall not apply to Developments which do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Employee not during normal working hours, not on the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. The Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 3(b) shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. The Executive Employee agrees that such Developments shall constitute works made for hire under to cooperate fully with the copyright laws of Company, both during and after his employment with the United States and hereby assigns Company, with respect to the Company all procurement, maintenance and enforcement of copyrights, patents and other proprietary intellectual property rights (both in the Executive may have in such United States and foreign countries) relating to Developments. The Executive Employee shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and maintain adequate powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Employee further agrees that if the Company is unable, after reasonable effort, to secure the signature of all Developmentsthe Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Executive shall disclose all developments promptly, fully Employee hereby irrevocably designates and in writing to appoints each executive officer of the Company promptly after development of the sameas his agent and attorney-in-fact to execute any such papers on his behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers may deem necessary or advisable desirable in order to secure protect its rights hereunder and to carry out interests in any Development, under the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.