Common use of Intellectual Property Rights Clause in Contracts

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that I agree to assist the results and proceeds of ExecutiveCompany, or its designee, at the Company’s services for expense, in every way to secure the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee rights of the Company Group in the Developments and any works in progresscopyrights, whether or not patentable or registrable under copyright or similar statutespatents, that were madetrademarks, developedservice marks, conceiveddatabase rights, or reduced to practice or learned by Executivedomain names, either alone or jointly with others (collectivelymask work rights, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyrightmoral rights, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity relating thereto in any manner and all countries, including the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue disclosure to the Company under of all pertinent information and data with respect thereto, the immediately preceding sentenceexecution of all applications, then Executive hereby irrevocably assigns specifications, oaths, assignments, recordations, and agrees all other instruments that the Company shall deem necessary in order to apply for, obtain, maintain, and transfer such rights and in order to assign any and all of Executive’s convey to the Company Group the sole and exclusive right, title, and interest in and to such Developments, and any intellectual property and other proprietary rights relating thereto. I further agree that my obligation to execute or cause to be executed, including when it is in my power to do so, any such instrument or papers shall continue after the termination of the Assignment Period until the expiration of the last such intellectual property right to expire in any country of the world; provided, however, the Company shall reimburse me for my reasonable expenses incurred in connection with carrying out the foregoing obligation. If the Company is unable because of my mental or physical incapacity or unavailability for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Developments or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact to act for and in my behalf and stead to execute and file any such applications or records and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect as if originally executed by me. I hereby waive and irrevocably quitclaim to the Company any and all Proprietary Rights claims, of whatsoever any nature thereinwhatsoever, whether or not that I now or hereafter knownhave for past, existing, contemplated, recognizedpresent, or developed, future infringement of any and all proprietary rights assigned to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that I agree to assist the results and proceeds of ExecutiveCompany, or its designee, at the Company’s services for expense, in every way to secure the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee rights of the Company Group in the Developments and any works in progresscopyrights, whether or not patentable or registrable under copyright or similar statutespatents, that were madetrademarks, developedservice marks, conceiveddatabase rights, or reduced to practice or learned by Executivedomain names, either alone or jointly with others (collectivelymask work rights, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyrightmoral rights, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity relating thereto in any manner and all countries, including the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue disclosure to the Company under of all pertinent information and data with respect thereto, the immediately preceding sentenceexecution of all applications, then Executive hereby irrevocably assigns specifications, oaths, assignments, recordations, and agrees all other instruments that the Company shall deem necessary in order to apply for, obtain, maintain, and transfer such rights and in order to assign any and all of Executive’s convey to the Company Group the sole and exclusive right, title, and interest in and to such Developments, and any intellectual property and other proprietary rights relating thereto. I further agree that my obligation to execute or cause to be executed, including when it is in my power to do so, any such instrument or papers shall continue after the Assignment Period until the expiration of the last such intellectual property right to expire in any country of the world; provided, however, the Company shall reimburse me for my reasonable expenses incurred in connection with carrying out the foregoing obligation. If the Company is unable because of my mental or physical incapacity or unavailability for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Developments or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact to act for and in my behalf and stead to execute and file any such applications or records and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect as if originally executed by me. I hereby waive and irrevocably quitclaim to the Company any and all Proprietary Rights claims, of whatsoever any nature thereinwhatsoever, whether or not that I now or hereafter knownhave for past, existing, contemplated, recognizedpresent, or developed, future infringement of any and all proprietary rights assigned to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that I hereby agree to assist the results and proceeds of ExecutiveCompany, or its designee, at the Company’s services for expense, in every way to secure the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee rights of the Company Group in the Company IP Rights and any works in progresscopyrights, whether or not patentable or registrable under copyright or similar statutespatents, that were madetrademarks, developedservice marks, conceiveddatabase rights, or reduced to practice or learned by Executivedomain names, either alone or jointly with others (collectivelymask work rights, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyrightmoral rights, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity relating thereto in any manner and all countries, including the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue disclosure to the Company under of all pertinent information and data with respect thereto, the immediately preceding sentenceexecution of all applications, then Executive hereby irrevocably assigns specifications, oaths, assignments, recordations, and agrees all other instruments that the Company shall deem necessary in order to apply for, obtain, maintain, and transfer such rights and in order to assign any and all of Executive’s convey to the Company Group the sole and exclusive right, title, and interest in and to such Company IP Rights, and any intellectual property and other proprietary rights relating thereto. I further agree that my obligation to execute or cause to be executed, including when it is in my power to do so, any such instrument or papers shall continue after the Assignment Period until the expiration of the last such intellectual property right to expire in any country of the world; provided, however, that the Company shall reimburse me for my reasonable expenses incurred in connection with carrying out the foregoing obligation. If the Company is unable because of my mental or physical incapacity or unavailability for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Company IP Rights or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact to act for and in my behalf and stead to execute and file any such applications or records and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect as if originally executed by me. I hereby waive and irrevocably quitclaim to the Company any and all Proprietary Rights claims, of whatsoever any nature thereinwhatsoever, whether or not that I now or hereafter knownhave for past, existing, contemplated, recognizedpresent, or developed, future infringement of any and all proprietary rights assigned to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for employment by the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, Track Record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from from, or developed in the course of, services performed by Executive for the Company while an employee of employed by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive The Employee agrees that the results and proceeds of Executivethe Employee’s services for the Company and its affiliates, as applicable, (including, but not limited to, including any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, mask works, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of or consultant to the Company and its affiliates, as applicable, and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, made or conceived or reduced to practice or learned by Executivethe Employee, either alone or jointly with others resulting from services performed while an employee of or consultant to the Company and its affiliates, as applicable, (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of the Company’s affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, mask work and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Employee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of the Company’s affiliates) under the immediately preceding sentence, then Executive the Employee hereby irrevocably assigns and agrees to assign any and all of Executivethe Employee’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of the Company’s affiliates), and the Company or such affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such affiliates without any further payment to Executive the Employee whatsoever. As to any Invention that Executive the Employee is required to assign, Executive the Employee shall promptly and fully disclose to the Company all information known to Executive the Employee concerning such Invention.

Intellectual Property Rights. (a) Executive Employee acknowledges and agrees that the results and proceeds of Executive’s services for the Company (includingall inventions, but not limited to, any trade secrets, products, servicestechnology, processes, know-howinnovations, ideas, improvements, developments, methods, designs, developmentsanalyses, innovationstrademarks, analysesservice marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reportsreports and all similar, techniquesrelated, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other derivative information or works of authorship) resulting from services performed while an employee of the Company and any works in progress, (whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced subject to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”copyright), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and including but not limited to all trade secretpatents, patentcopyrights, copyrightcopyright registrations, trademarks, and other intellectual property rights (collectivelytrademark registrations in and to any of the foregoing, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, along with the right to use practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the same in perpetuity in foregoing, and the right to choose not to do or permit any manner of the aforementioned actions, which relate to the Company's or any of its Subsidiaries' or affiliates' actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Employee while employed by the Company determines in and its sole discretion, without any further payment to Executive whatsoever. If, for any reason, Subsidiaries or any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue their predecessors (collectively, the "Work Product") belong to the Company under or such Subsidiary. All Work Product created by Employee while employed by the immediately preceding sentenceCompany or any of its predecessors will be considered "work made for hire," and as such, then Executive hereby irrevocably assigns and agrees to assign any and the Company is the sole owner of all of Executive’s rightrights, title, and interest interests therein. All other rights to any new Work Product and all rights to any existing Work Product, including but not limited to all of Employee's rights to any copyrights or copyright registrations related thereto, including any are conveyed, assigned and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, transferred to the Company, Company pursuant to this Agreement. Employee will promptly disclose and deliver such Work Product to the Company shall have and, at the right to use the same in perpetuity throughout the universe in any manner determined Company's expense, perform all actions reasonably requested by the Company (whether during or after the Employment Period) to establish, confirm and protect such ownership (including, without any further payment to Executive whatsoever. As to any Invention that Executive is required to assignlimitation, Executive shall promptly the execution of assignments, copyright registrations, consents, licenses, powers of attorney and fully disclose to the Company all information known to Executive concerning such Inventionother instruments).

Intellectual Property Rights. (ai) Executive The Optionee agrees that the results and proceeds of Executivethe Optionee’s services for the Company Group (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of for the Company Group and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executivethe Optionee, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company Group) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Optionee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company Group under the immediately preceding sentence, then Executive the Optionee hereby irrevocably assigns and agrees to assign any and all of Executivethe Optionee’s right, title, title and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Subsidiaries or Affiliates without any further payment to Executive the Optionee whatsoever. As to any Invention that Executive the Optionee is required to assign, Executive the Optionee shall promptly and fully disclose to the Company all information known to Executive the Optionee concerning such Invention. The Optionee hereby waives and quitclaims to the Company Group any and all claims, of any nature whatsoever, that the Optionee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company Group.

Intellectual Property Rights. (a) The Executive acknowledges and agrees that the results and proceeds of Executive’s services for the Company (includingall inventions, but not limited to, any trade secrets, products, servicestechnology, processes, know-howinnovations, ideas, improvements, developments, methods, designs, developmentsanalyses, innovationstrademarks, analysesservice marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reportsreports and all similar, techniquesrelated, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other derivative information or works of authorship) resulting from services performed while an employee of the Company and any works in progress, (whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced subject to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”copyright), shall be works-made-for-hire including but not limited to all resulting patent applications, issued patents, copyrights, copyright applications and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyrightregistrations, and other intellectual property rights (collectivelytrademark applications and registrations in and to any of the foregoing, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, along with the right to use the same in perpetuity in any manner the Company determines in its sole discretionpractice, without any further payment to Executive whatsoever. Ifemploy, for any reasonexploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of such results the foregoing, and proceeds shall the right to choose not legally be a work-made-for-hire and/or there are to do or permit any Proprietary Rights of the aforementioned actions, which do not accrue relate to the Company or Affiliates’ actual or anticipated Business, research and development or existing or future products or services and which are conceived, developed or made by the Executive while employed by the Company or an Affiliate (collectively, the “Work Product”) belong to the Company. The Executive further acknowledges and agrees that to the extent relevant, this Agreement constitutes a “work for hire agreement” under the immediately preceding sentenceCopyright Act, then and that any copyrightable work (“Creation”) constitutes a “work made for hire” under the Copyright Act such that the Company is the copyright owner of the Creation. To the extent that any portion of the Creation is held not to be a “work made for hire” under the Copyright Act, the Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known right, title and interest in such Creation. All other rights to any new Work Product and all rights to any existing Work Product are also hereby irrevocably conveyed, assigned and transferred to the Company pursuant to this Agreement. The Executive concerning will promptly disclose and deliver such InventionWork Product to the Company and, at the Company’s expense, perform all actions reasonably requested by the Company (whether during or after the Agreement Term) to establish, confirm and protect such ownership (including, without limitation, the execution of assignments, copyright registrations, consents, licenses, powers of attorney and other instruments).

Intellectual Property Rights. (a) Executive Participant agrees that the results and proceeds of ExecutiveParticipant’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by ExecutiveParticipant, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive Participant whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive Participant hereby irrevocably assigns and agrees to assign any and all of ExecutiveParticipant’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive Participant whatsoever. As to any Invention that Executive Participant is required to assign, Executive Participant shall promptly and fully disclose to the Company all information known to Executive Participant concerning such Invention.

Intellectual Property Rights. (aAll deliverables created by Seller as part of any services performed and all goods provided pursuant to the Order shall be the sole and exclusive property of Koppers. Title to all such deliverables and goods shall pass to Koppers upon delivery. Title to originals and all copies of all plans, blueprints, drawings, specifications, schedules, computation data, bills of material, studies, reports and other items and written media furnished to Koppers by Seller or prepared by or for Seller in relation to the Order shall be and remain vested in Koppers. All goods and deliverables shall be, if appropriate, considered work(s) Executive agrees that the results made by Seller for hire for Koppers as defined by 17 U.S.C. § 101 and proceeds of Executive’s services for the Company (includingall developments, but not limited toinventions, any trade secretsimprovements, productsideas, servicesconcepts, information, materials, processes, data, programs, know-how, discoveries, designs, developmentsartwork, innovationsformulae, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire techniques and the Company shall be deemed the sole owner throughout the universe of any and like, including, without limitation, all trade secretsecrets, patentcopyrights, copyrighttrademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any country (collectively, “Proprietary RightsIntellectual Property”) of whatsoever nature therein, whether arising from or not now or hereafter known, existing, contemplated, recognized, or developed, created in connection with the right Order shall belong exclusively to use the same in perpetuity in any manner the Company determines in Koppers and its sole discretion, without any further payment to Executive whatsoeverdesignees. If, If by operation of law or for any other reason, any Intellectual Property does not constitute a work made for hire or is not owned in its entirety by Koppers automatically upon creation thereof, then Seller agrees to irrevocably assign, transfer and convey, and does hereby irrevocably assign, transfer and convey, to Koppers and its designees the ownership of such results Intellectual Property. Furthermore, in light of the exposure of Seller to Koppers’ technology and/or confidential information, Seller shall not, directly or indirectly, reverse engineer, translate, disassemble, decompile or otherwise attempt to recreate any such Koppers technology. Seller further grants to Koppers a non-exclusive, perpetual, fully-paid and proceeds shall not legally be a workroyalty-free, irrevocable and world-wide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, have made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns use, sell, import, offer for sale, and agrees to assign exercise any and all present or future rights in any software or other technology or inventions developed by Seller other than in the course of Executive’s right, title, and interest thereto, including any providing goods or services pursuant to the Order and all Proprietary Rights of whatsoever nature thereininventions, whether software or not now other technology acquired or hereafter known, existing, contemplated, recognized, licensed by Seller that Seller uses in performing the services or developed, to incorporates into the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Inventiongoods.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for employment by the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, track record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of employed hereunder by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company Board determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the CompanyCompany (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company Board or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (ai) Executive The Grantee agrees that the results and proceeds of Executivethe Grantee’s services for the Company Group (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of for the Company Group and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executivethe Grantee, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company Group) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Grantee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company Group under the immediately preceding sentence, then Executive the Grantee hereby irrevocably assigns and agrees to assign any and all of Executivethe Grantee’s right, title, title and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Subsidiaries or Affiliates without any further payment to Executive the Grantee whatsoever. As to any Invention that Executive the Grantee is required to assign, Executive the Grantee shall promptly and fully disclose to the Company all information known to Executive the Grantee concerning such Invention. The Grantee hereby waives and quitclaims to the Company Group any and all claims, of any nature whatsoever, that the Grantee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company Group.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company or its subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, made or conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (ai) Executive The Participant agrees that the results and proceeds of Executivethe Participant’s services for the Company or its subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental developmental, or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings, and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executivethe Participant, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Participant whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which that do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive the Participant hereby irrevocably assigns and agrees to assign any and all of Executivethe Participant’s right, title, and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive the Participant whatsoever. As to any Invention that Executive the Participant is required to assign, Executive the Participant shall promptly and fully disclose to the Company all information known to Executive the Participant concerning such Invention. The Participant hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that the Participant now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company or its subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, progress for the Company whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others for the Company (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds Inventions shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. Executive hereby confirms that it was always the intention of the parties hereto that the Company own any right, title, and interest throughout the world in and to any such Invention.

Intellectual Property Rights. (a) Executive agrees You agree that the results and proceeds of Executive’s your services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executiveyou, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive you whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive you hereby irrevocably assigns assign and agrees agree to assign any and all of Executive’s your right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive you whatsoever. As to any Invention that Executive is you are required to assign, Executive you shall promptly and fully disclose to the Company all information known to Executive you concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-work- made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (ai) Executive The Grantee agrees that the results and proceeds of Executivethe Grantee’s services for the Company or its subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executivethe Grantee, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Grantee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive the Grantee hereby irrevocably assigns and agrees to assign any and all of Executivethe Grantee’s right, title, title and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive the Grantee whatsoever. As to any Invention that Executive the Grantee is required to assign, Executive the Grantee shall promptly and fully disclose to the Company all information known to Executive the Grantee concerning such Invention. The Grantee hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that the Grantee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive The Employee agrees that the results and proceeds of Executivethe Employee’s services for the Company and its subsidiaries (including, but not limited to, including any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, mask works, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of or consultant to the Company and its subsidiaries and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, made or conceived or reduced to practice or learned by Executivethe Employee, either alone or jointly with others resulting from services performed while an employee of or consultant to the Company and its subsidiaries (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of the Company’s subsidiaries or affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, mask work and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Employee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of the Company’s subsidiaries or affiliates) under the immediately preceding sentence, then Executive the Employee hereby irrevocably assigns and agrees to assign any and all of Executivethe Employee’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of the Company’s subsidiaries or affiliates), and the Company or such subsidiaries or affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or affiliates without any further payment to Executive the Employee whatsoever. As to any Invention that Executive the Employee is required to assign, Executive the Employee shall promptly and fully disclose to the Company all information known to Executive the Employee concerning such Invention.

Intellectual Property Rights. (ai) The Executive agrees that the results and proceeds of the Executive’s services for the Company (including, but not limited to, including any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of for the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by the Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to the Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then the Executive hereby irrevocably assigns and agrees to assign any and all of the Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company), and the Company or such Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Affiliates without any further payment to the Executive whatsoever. As to any Invention that the Executive is required to assign, the Executive shall promptly and fully disclose to the Company all information known to the Executive concerning such Invention. The Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that the Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns assign and agrees agree to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (ai) Executive The Grantee agrees that the results and proceeds of Executivethe Grantee’s services for the Company or its subsidiaries or Affiliates (including, but not limited towithout limitation, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executivethe Grantee, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Grantee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive the Grantee hereby irrevocably assigns and agrees to assign any and all of Executivethe Grantee’s right, title, title and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive the Grantee whatsoever. As to any Invention that Executive the Grantee is required to assign, Executive the Grantee shall promptly and fully disclose to the Company all information known to Executive the Grantee concerning such Invention. The Grantee hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that the Grantee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. You shall be required to disclose promptly, completely and in writing to the Company any discovery, invention, methodology or improvements made thereto, process, software applications or products, conceived, developed or discovered by you, either individually or jointly with others, during your employment (a"Inventions") Executive agrees that and such Inventions whether or not patent applications are filed thereon shall at all time belong absolutely to and be the results sole and proceeds absolute property of Executive’s services the Company. You agree to treat such Inventions as Company proprietary and confidential and to use such Inventions solely for the benefit of the Company. You agree to assign to the Company (any and all rights, title and interest, including, but not limited to, any copyrights, trade secretssecrets and proprietary rights to the Inventions, productsinformation, servicesmaterials, processesproducts and deliverables developed during the performance of services to the Company. You agree that all the work performed by you and all Inventions, know-howinformation, designsmaterials, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source products and object codes, programs, writing and other works deliverables developed by you while in the employment of authorship) resulting from services performed while an employee the Company shall be the exclusive property of the Company and any works all title and interest therein shall vest in progressthe Company. All such Inventions, whether or not patentable or registrable under copyright or similar statutesinformation, that were madematerials, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire products and the Company deliverables shall be deemed to be "works made for hire" under the sole owner throughout United States Copyright Laws or applicable Indian laws (or any other applicable law). If and when required by the universe of any and all trade secretCompany, you shall at the Company’s expense take out or apply for letters patent, copyrightlicenses or other rights, and other intellectual property rights (collectivelyprivileges or protection, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner as may be directed by the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any respect of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to Inventions, so that the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, benefit thereof accrues to the Company. You shall execute and do all instruments, acts, deeds and other things, which may be required by the Company for assigning, licensing any Inventions made during the employment, which shall vest with the Company including the name and all benefits arising in respect thereof. Pursuant to its exclusive proprietary rights, the Company shall have the sole and exclusive right inter alia to use use, modify or adapt the same in perpetuity throughout Inventions, information, materials, products or deliverables developed by you during the universe in any manner determined by performance of your services as an employee of the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such InventionCompany.

Intellectual Property Rights. (a) Executive Employee agrees that the results and proceeds of ExecutiveEmployee’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by ExecutiveEmployee, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive Employee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive Employee hereby irrevocably assigns and agrees to assign any and all of ExecutiveEmployee’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive Employee whatsoever. As to any Invention that Executive Employee is required to assign, Executive Employee shall promptly and fully disclose to the Company all information known to Executive Employee concerning such Invention.

Intellectual Property Rights. The Company and its Subsidiaries (a) Executive agrees that the results own or have sufficient right to use, free and proceeds clear of Executive’s services for the Company (includingall liens, but not limited toclaims and restrictions, any all material patents, trade secrets, products, services, processesinventions, know-how, designs, developmentsprocesses, innovationstechnical data, analysestrademarks, drawingsservice marks, reportstrade names, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing copyrights and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether intangible or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively"INTELLECTUAL PROPERTY RIGHTS") (and licenses with respect to the foregoing) needed for or used in the conduct of its business as now conducted and as proposed to be conducted (as set forth in the SEC Reports) without infringing upon or otherwise acting adversely to the right or claimed right of any person or entity under or with respect to any of the foregoing, “Proprietary Rights”and (b) are not obligated or under any liability whatsoever to make any material payments by way of whatsoever nature thereinroyalties, whether fees or not now or hereafter knownotherwise to any owner of, existing, contemplated, recognizedlicensor of, or developedother claimant to, any Intellectual Property Right, with respect to the use thereof or in connection with the conduct of their businesses. Neither the Company nor any of its Subsidiaries are infringing upon or otherwise acting adversely to the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developedor, to the Company's knowledge, and claimed right of any person under or with respect to any Intellectual Property Right. The Company has not received any written or, to the actual knowledge of any directors or executive officers of the Company, other communications alleging that the Company shall or any of its Subsidiaries have violated any Intellectual Property or other proprietary right of any other person or entity, which, singly or in the right aggregate, if the subject of any unfavorable decision, ruling or finding, would reasonably be expected to use the same in perpetuity throughout the universe in cause a Material Adverse Effect. The Company has no knowledge of any manner determined third party that is infringing or improperly using any Intellectual Property Right held by the Company without or any further payment of its Subsidiaries, and except as disclosed in the Company SEC Reports neither the Company nor any of its Subsidiaries have instituted any action, suit or proceeding in which an act constituting an infringement of any such Intellectual Property Right was alleged to Executive whatsoeverhave been committed by a third party. As to There is no claim, action or proceeding being made by the Company or any Invention that Executive is required to assignof its Subsidiaries regarding any of the foregoing Intellectual Property Rights of the Company or any of its Subsidiaries or brought or, Executive shall promptly and fully disclose to the Company's knowledge, threatened against the Company all information known or any of its Subsidiaries regarding any of the foregoing Intellectual Property Rights of the Company or any of its Subsidiaries, or the use of any Intellectual Property Rights of any third party by the Company or any of its Subsidiaries that, if the subject of an unfavorable decision, ruling or finding would reasonably be expected to Executive concerning such Inventioncause a Material Adverse Effect.

Intellectual Property Rights. (ai) The Executive agrees that the results and proceeds of the Executive’s services for the Company (including, but not limited to, including any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of for the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by the Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to the Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then the Executive hereby irrevocably assigns and agrees to assign any and all of the Executive’s right, title, title and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Affiliates), and the Company or such Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Affiliates without any further payment to the Executive whatsoever. As to any Invention that the Executive is required to assign, the Executive shall promptly and fully disclose to the Company all information known to the Executive concerning such Invention. The Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that the Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees Employee acknowledges and confirms that the results and proceeds of ExecutiveEmployee’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, track record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, and source and object codes, programs, writing ) and other works of authorship) resulting from services performed while an employee of providing services hereunder to the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by ExecutiveEmployee, either alone or jointly with others others, while providing services to the Company (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable, any of its subsidiaries) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner determined by the Company determines in its sole discretionCompany, without any further payment to Executive Employee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries) under the immediately preceding sentence, then Executive Employee hereby irrevocably assigns and agrees to shall assign any and all of ExecutiveEmployee’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the CompanyCompany (or, if applicable, any of its subsidiaries/affiliates), and the Company or such subsidiaries/affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries/affiliates without any further payment to Executive Employee whatsoever. As to any Invention that Executive Employee is required to assign, Executive Employee shall promptly and fully disclose to the Company all information known to Executive Employee concerning such Invention.

Intellectual Property Rights. (ai) The Executive agrees that the results and proceeds of the Executive’s services for the Company or its subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings, and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by the Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to the Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which that do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then the Executive hereby irrevocably assigns and agrees to assign any and all of the Executive’s right, title, and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to the Executive whatsoever. As to any Invention that the Executive is required to assign, the Executive shall promptly and fully disclose to the Company all information known to the Executive concerning such Invention. The Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that the Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (ai) The Executive agrees that the results and proceeds of the Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of for the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by the Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to the Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then the Executive hereby irrevocably assigns and agrees to assign any and all of the Executive’s right, title, title and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Affiliates), and the Company or such Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Affiliates without any further payment to the Executive whatsoever. As to any Invention that the Executive is required to assign, the Executive shall promptly and fully disclose to the Company all information known to the Executive concerning such Invention. The Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that the Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive The Employee agrees that the results and proceeds of Executivethe Employee’s services for the Company (including, but not limited to, including any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, mask works, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of or consultant to the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, made or conceived or reduced to practice or learned by Executivethe Employee, either alone or jointly with others resulting from services performed while an employee of or consultant to the Company (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of the Company’s affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, mask work and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Employee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of the Company’s affiliates) under the immediately preceding sentence, then Executive the Employee hereby irrevocably assigns and agrees to assign any and all of Executivethe Employee’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of the Company’s affiliates), and the Company or such affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such affiliates without any further payment to Executive the Employee whatsoever. As to any Invention that Executive the Employee is required to assign, Executive the Employee shall promptly and fully disclose to the Company all information known to Executive the Employee concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for employment by the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, track record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of employed hereunder by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company Board determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-madework­made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the CompanyCompany (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company Board or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company or its subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. You shall be required to disclose promptly, completely and in writing to the Company any discovery, invention, methodology or improvements made thereto, process, software applications or products, conceived, developed or discovered by you, either individually or jointly with others, during your employment (a"Inventions") Executive agrees that and such Inventions whether or not patent applications are filed thereon shall at all time belong absolutely to and be the results sole and proceeds absolute property of Executive’s services the Company. You agree to treat such Inventions as Company proprietary and confidential and to use such Inventions solely for the benefit of the Company. You agree to assign to the Company (any and all rights, title and interest, including, but not limited to, any copyrights, trade secretssecrets and proprietary rights to the Inventions, productsinformation, servicesmaterials, processesproducts and deliverables developed during the performance of services to the Company. You agree that all the work performed by you and all Inventions, know-howinformation, designsmaterials, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source products and object codes, programs, writing and other works deliverables developed by you while in the employment of authorship) resulting from services performed while an employee the Company shall be the exclusive property of the Company and any works all title and interest therein shall vest in progressthe Company. If and when required by the Company, whether you shall at the Company's expense take out or not patentable apply for letters patent, licenses or registrable under copyright other rights, privileges or similar statutesprotection, that were made, developed, conceived, or reduced to practice or learned as may be directed by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any respect of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to Inventions, so that the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, benefit thereof accrues to the Company. You shall execute and do all instruments, acts, deeds and other things, which may be required by the Company for assigning, licensing any Inventions made during the employment, which shall vest with the Company including the name and all benefits arising in respect thereof. Pursuant to its exclusive proprietary rights, the Company shall have the sole and exclusive right inter alia to use use, modify or adapt the same in perpetuity throughout Inventions, information, materials, products or deliverables developed by you during the universe in any manner determined by performance of your services as an employee of the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such InventionCompany.

Intellectual Property Rights. (ai) The Executive agrees that the results and proceeds of the Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of for the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by the Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to the Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then the Executive hereby irrevocably assigns and agrees to assign any and all of the Executive’s right, title, title and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Affiliates), and the Company or such Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Affiliates without any further payment to the Executive whatsoever. As to any Invention that the Executive is required to assign, the Executive shall promptly and fully disclose to the Company all information known to the Executive concerning such Invention. The Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that the Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. In accordance with applicable law, this section 7(c) does not apply to any Inventions for which no equipment, supplies, facilities, trade secrets or other Confidential Information of the Company was used and which was developed entirely on the Executive’s own time unless (a) the Invention relates to the Company’s business or the Company’s actual or demonstrably anticipated research or development; or (b) the Invention results from any work performed by the Executive for the Company.

Intellectual Property Rights. (a) Executive The Employee agrees that the results and proceeds of Executivethe Employee’s services for the Company and its affiliates, as applicable, (including, but not limited to, including any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, mask works, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of or consultant to the Company and its affiliates, as applicable, and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, made or conceived or reduced to practice or learned by Executivethe Employee, either alone or jointly with others resulting from services performed while an employee of or consultant to the Company and its affiliates, as applicable, and are within the scope of his employment or retention by the Company and its affiliates (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of the Company’s affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, mask work and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Employee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of the Company’s affiliates) under the immediately preceding sentence, then Executive the Employee hereby irrevocably assigns and agrees to assign any and all of Executivethe Employee’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of the Company’s affiliates), and the Company or such affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such affiliates without any further payment to Executive the Employee whatsoever. As to any Invention that Executive the Employee is required to assign, Executive the Employee shall promptly and fully disclose to the Company all information known to Executive the Employee concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company or its subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, progress for the Company whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others for the Company (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, . existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, . any of such results and proceeds Inventions shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. Executive hereby confirms that it was always the intention of the parties hereto that the Company own any right, title, and interest throughout the world in and to any such Invention.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for employment by the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, track record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of employed hereunder by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company Board determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-work made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the CompanyCompany (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company Board or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (ai) Executive Consultant agrees that the results and proceeds of ExecutiveConsultant’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee as a consultant of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by ExecutiveConsultant, either alone or jointly with others in the performance of Consultant’s Services for the Company (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive Consultant whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive Consultant hereby irrevocably assigns and agrees to assign any and all of ExecutiveConsultant’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive Consultant whatsoever. As to any Invention that Executive Consultant is required to assign, Executive Consultant shall promptly and fully disclose to the Company all information known to Executive Consultant concerning such Invention.

Intellectual Property Rights. (ai) The Executive agrees that the results and proceeds of the Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of for the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by the Executive, either alone or jointly with others (collectively, ““ Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to the Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then the Executive hereby irrevocably assigns and agrees to assign any and all of the Executive’s right, title, title and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Affiliates), and the Company or such Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Affiliates without any further payment to the Executive whatsoever. As to any Invention that the Executive is required to assign, the Executive shall promptly and fully disclose to the Company all information known to the Executive concerning such Invention. The Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that the Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. In accordance with applicable law, this section 7(c) does not apply to any Inventions for which no equipment, supplies, facilities, trade secrets or other Confidential Information of the Company was used and which was developed entirely on the Executive’s own time unless (a) the Invention relates to the Company’s business or the Company’s actual or demonstrably anticipated research or development; or (b) the Invention results from any work performed by the Executive for the Company.

Intellectual Property Rights. (a) Executive acknowledges and agrees that the results and proceeds of Executive’s services for the Company (includingall inventions, but not limited to, any trade secrets, products, servicestechnology, processes, know-howinnovations, ideas, improvements, developments, methods, designs, developmentsanalyses, innovationstrademarks, analysesservice marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reportsreports and all similar, techniquesrelated, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other derivative information or works of authorship) resulting from services performed while an employee of the Company and any works in progress, (whether or not patentable or registrable under subject to copyright), including but not limited to all patents, copyrights, copyright or similar statutesregistrations, that were madetrademarks, developedand trademark registrations in and to any of the foregoing, conceivedalong with the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or reduced create works derivative of any of the foregoing, and the right to practice choose not to do or learned by Executive, either alone or jointly with others permit any of the aforementioned actions (collectively, the “Inventions”), shall be works-made-for-hire which relate at the time of conception or reduction to practice to the Business, research and development or existing or future products or services and which are conceived, developed or made by Executive while employed by the Company shall (collectively, the “Work Product”) belong to the Company. All Work Product created by Executive while employed by the Company will be deemed considered “work made for hire,” and as such, the Company is the sole owner throughout the universe of all rights, title, and interests therein. Executive hereby agrees that all rights to any new Work Product and all trade secretrights to any existing Work Product, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or including but not now or hereafter known, existing, contemplated, recognized, or developed, with the right limited to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest rights to any copyrights or copyright registrations related thereto, including are hereby conveyed, assigned and transferred to the Company pursuant to this Agreement. Executive will promptly disclose and deliver such Work Product to the Company and, at the Company’s expense, perform all actions reasonably requested by the Company (whether during or after the Term) to establish, confirm and protect such ownership (including, without limitation, the execution of assignments, copyright registrations, consents, licenses, powers of attorney and other instruments). All Work Product made within six (6) months after the applicable Date of Termination will be presumed to have been conceived during Executive's employment with the Company, unless Executive can prove conclusively that it was created solely after such termination. Work Product will not include Inventions developed entirely on Executive’s own time without using any and all Proprietary Rights of whatsoever nature thereinequipment, whether or not now or hereafter knownsupplies, existing, contemplated, recognizedfacilities, or developedtrade secret information of the Company Group; provided, however, Work Product will include, without exception, any Invention that either (i) relates, at the time of conception or reduction to practice of such Invention, to the Business, or actual or demonstrably anticipated research or development of the Company Group or (ii) results from any service or work performed by Executive to or for the benefit of the Company Group. Executive further acknowledges and agrees that if Executive uses any other Inventions in which Executive has an interest and that are not Work Product (collectively, the “Excluded Inventions”) in the course of Executive’s employment for the Company or incorporates any Excluded Inventions in any Work Product, technology, product, or service of the Company, and Executive hereby grants the Company shall have the a non-exclusive, royalty-free, perpetual and irrevocable, worldwide right to use and sublicense the same in perpetuity throughout use of Excluded Technology for the universe in purpose of developing, marketing, selling and supporting the Work Product and any manner determined by other Company technology, products and services, either directly or through multiple tiers of distribution, but not for the purpose of selling or marketing Excluded Technology separately from the Work Product or other Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assigntechnology, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Inventionproducts or services.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s ’s, services for the Company or its subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, progress for the Company whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others for the Company (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds Inventions shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe Universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. Executive hereby confirms that it was always the intention of the parties hereto that the Company own any right, title, and interest throughout the world in and to any such Invention.

Intellectual Property Rights. Each Founder hereby irrevocably, exclusively, unconditionally and to the maximum extent possible under applicable law transfers to the Company, free from all encumbrances and third party rights, all intellectual property rights (aincluding copyrights and related rights, design rights, patents, utility models, inventions, trademarks, database rights, trade secrets, knowhow, confidential information, and all other legal rights) Executive agrees with respect to the works and objects that have been created in the results and proceeds of Executive’s services past or will be created in the future for the Business and/or for the Company (including“Rights”). The Founders and the Company hereby agree that all such Rights are deemed automatically transferred to the Company as of the moment of their creation without any separate consideration or remuneration payable and for the whole period of validity of the respective Rights. Each Founder hereby warrants that it shall not register or attempt to register any Rights created for the Business and/or for the Company or used by the Company. If, and to the extent, it is impossible as a matter of law to transfer ownership to the Rights from the Founders to the Company (including but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee to all moral rights of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”Founders), shall be works-made-for-hire and each of the Founders hereby grants to the Company shall be deemed to the sole owner throughout the universe of any maximum extent and all trade secretterm possible under applicable law an exclusive, patentirrevocable, copyrighttransferable, sub-licensable, fully paid-up, world-wide, unconditional and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the unlimited right to use use, exploit and exercise such Rights for the same in perpetuity whole period of their validity in any manner now known or in the Company determines in its sole discretion, without any further payment to Executive whatsoeverfuture discovered. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive Each Founder hereby irrevocably assigns and agrees to assign unconditionally waives any and all of Executive’s righthis/its current and future rights and claims to receive any income, titlecompensation or other payment in connection with any Rights, and interest theretoincluding, including without limitation, in connection with any and all Proprietary Rights invention or utility model being part of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company products and services. The termination of this Agreement (irrespective of the reason) shall have the right to use the same in perpetuity throughout the universe not in any manner determined by way affect the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly validity of transfers made and fully disclose to the Company all information known to Executive concerning such Inventionlicensed given hereunder.

Intellectual Property Rights. (a) Executive Assistant acknowledges and agrees that the results and proceeds of Executive’s services for the Company (includingall inventions, but not limited to, any trade secrets, products, servicestechnology, processes, know-howinnovations, ideas, improvements, developments, methods, designs, developmentsanalyses, innovationstrademarks, analysesservice marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reportsreports and all similar, techniquesrelated, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other derivative information or works of authorship) resulting from services performed while an employee of the Company and any works in progress, (whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced subject to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”copyright), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and including but not limited to all trade secretpatents, patentcopyrights, copyrightcopyright registrations, trademarks, and other intellectual property rights (collectivelytrademark registrations in and to any of the foregoing, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, along with the right to use practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the same foregoing, and the right to choose not to do or permit any of the aforementioned actions, which relate to the business of providing professional surgical assistant services to patients, surgeons or healthcare institutions and which are conceived, developed or made by the Assistant in perpetuity in any manner the course of employment while employed by the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, or any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue its Subsidiaries (including while employed by ASHI or its Subsidiaries prior to the Effective Date) (collectively, the “Work Product”) belong to the Company. All Work Product created by Assistant while employed by the Company, its Subsidiaries or any of their predecessors will be considered “work made for hire,” and as such, the Company under is the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and sole owner of all of Executive’s rightrights, title, and interest interests therein. All other rights to any new Work Product and all rights to any existing Work Product, including but not limited to all of Assistant’s rights to any copyrights or copyright registrations related thereto, including any are conveyed, assigned and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose transferred to the Company pursuant to this Agreement. Assistant will promptly disclose and deliver such Work Product to the Company and, at the Company’s expense, perform all information known actions reasonably requested by the Company(whether during or after the Employment Period) to Executive concerning establish, confirm and protect such Inventionownership (including, without limitation, the execution of assignments, copyright registrations, consents, licenses, powers of attorney and other instruments).

Intellectual Property Rights. (a) Executive agrees that The Company is and will be the sole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of Executive’s services the Services performed under this Agreement (the “Deliverables”), and as a material condition to which Consultant agrees in exchange for the Company (includingopportunity to provide the Services, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawingsConsultant expressly acknowledges and agrees that all other writings, reports, techniques, formulas, methods, developmental or experimental workdocuments, improvements, discoveries, technologies, inventions, processes, techniques, methods, ideas, source concepts, research, designs, plans, proposals, and object codesmaterials, programs, writing and all other works work product of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutesnature whatsoever, that were madeis created, developedprepared, produced, authored, edited, modified, conceived, or reduced to practice or learned by Executive, either alone or jointly with others in the course of performing the Services (collectively, and including the Deliverables, “InventionsWork Product”), shall be workswhether of a technical nature or not, made or developed by Consultant alone or in conjunction with any other person or entity while providing the Services or developed by the Consultant during the course of or arising out of his previous employment with the Company, which relate to or affect the business of Company, including all patents, copyrights, trademarks (together with goodwill symbolized thereby), trade-madesecrets, know-for-hire how, and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyrightother confidential or proprietary information, and other intellectual property rights (collectively, collectively “Proprietary RightsIntellectual Property”) of whatsoever nature therein, whether or not now or hereafter knownshall be the sole and exclusive property of Company. Consultant expressly agrees to disclose and reveal to Company all Work Product and Intellectual Property, existingand all information regarding Work Product and Intellectual Property, contemplated, recognized, or developed, concurrent with the right to use discovery or development of such Work Product and Intellectual Property. Consultant hereby agrees that the same Work Product is hereby deemed “work made for hire” as defined in perpetuity in any manner 17 U.S.C., Section 101 for the Company determines and all copyrights therein automatically and immediately vest in its sole discretion, without any further payment to Executive whatsoeverthe Company. If, for any reason, any of such results and proceeds shall Work Product does not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue constitute “work made for hire,” Consultant hereby irrevocable assigns to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of ExecutiveConsultant’s rightrights, title, and interest theretointerests throughout the world in and to any such Work Product or Intellectual Property, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to sxx for past, present and future infringement, misappropriation, or dilution thereof. Consultant agrees that he, she or it will not use or disclose any Work Product or Intellectual Property owned by Company to benefit a competitor, customer, individual, or other entity without the same in perpetuity throughout express written permission of an executive officer of the universe in any manner determined by Company. The Consultant irrevocably appoints the Company without as his, her or its attorney and, in his, her or its name and on his, her or its behalf, to execute and do any further payment instrument or thing and generally to Executive whatsoever. As to any Invention that Executive is required to assignuse his, Executive shall promptly and fully disclose her or its name for the purpose of giving to the Company all information known to Executive concerning such Inventionor its nominee the full benefit of the provisions of this Section 7.1.

Intellectual Property Rights. (a) Executive acknowledges and agrees that the results and proceeds of Executive’s services for the Company (includingall inventions, but not limited to, any trade secrets, products, servicestechnology, processes, know-howinnovations, ideas, improvements, developments, methods, designs, developmentsanalyses, innovationstrademarks, analysesservice marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reportsreports and all similar, techniquesrelated, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other derivative information or works of authorship) resulting from services performed while an employee of the Company and any works in progress, (whether or not patentable or registrable under subject to copyright), including but not limited to all patents, copyrights, copyright or similar statutesregistrations, that were madetrademarks, developedand trademark registrations in and to any of the foregoing, conceivedalong with the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or reduced create works derivative of any of the foregoing, and the right to practice choose not to do or learned by Executive, either alone or jointly with others permit any of the aforementioned actions (collectively, the “Inventions”), shall be works-made-for-hire which relate at the time of conception or reduction to practice to the Business, research and development or existing or future products or services and which are conceived, developed or made by Executive while employed by the Company shall (collectively, the “Work Product”) belong to the Company. All Work Product created by Executive while employed by the Company will be deemed considered “work made for hire,” and as such, the Company is the sole owner throughout the universe of all rights, title, and interests therein. Executive hereby agrees that all rights to any new Work Product and all trade secretrights to any existing Work Product, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or including but not now or hereafter known, existing, contemplated, recognized, or developed, with the right limited to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest rights to any copyrights or copyright registrations related thereto, including are hereby conveyed, assigned and transferred to the Company pursuant to this Agreement. Executive will promptly disclose and deliver such Work Product to the Company and, at the Company’s expense, perform all actions reasonably requested by the Company (whether during or after the Term) to establish, confirm and protect such ownership (including, without limitation, the execution of assignments, copyright registrations, consents, licenses, powers of attorney and other instruments). All Work Product made within six (6) months after the applicable Date of Termination will be presumed to have been conceived during Executive's employment with the Company, unless Executive can prove conclusively that it was created solely after such termination. Work Product will not include Inventions developed entirely on Executive’s own time without using any and all Proprietary Rights of whatsoever nature thereinequipment, whether or not now or hereafter knownsupplies, existing, contemplated, recognizedfacilities, or developedtrade secret information of the Company Group; provided, however, Work Product will include, without exception, any Invention that either (i) relates, at the time of conception or reduction to practice of such Invention, to the Business, or actual or demonstrably anticipated research or development of the Company Group or (ii) results from any service or work performed by Executive to or for the benefit of the Company Group. Executive further acknowledges and agrees that if Executive uses any other Inventions in which Executive has an interest and that are not Work Product (collectively, the “Excluded Inventions”) in the course of Executive’s employment for the Company or incorporates any Excluded Inventions in any Work Product, technology, product, or service of the Company, and Executive hereby grants the Company shall have the a non-exclusive, royalty-free, perpetual and irrevocable, worldwide right to use and sublicense the same in perpetuity throughout use of Excluded Technology for the universe in purpose of developing, marketing, selling and supporting the Work Product and any manner determined by other Company technology, products and services, either directly or through multiple tiers of distribution, but not for the purpose of selling or marketing Excluded Technology separately from the Work Product or other Company without any further payment to Executive whatsoevertechnology, products or services. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.EXECUTION VERSION

Intellectual Property Rights. (ai) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive i. The Optionee agrees that the all results and proceeds of Executivethe Optionee’s services for the Company or its subsidiaries or Affiliates (including, but not limited to, any and all trade secrets, products, materials, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, software, source and object codes, programs, writing data, information, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship, technology, intellectual property and other property) resulting from or relating to services performed while an employee for or on behalf of the Company or its subsidiaries or Affiliates and any works in progressprogress for the Company or its subsidiaries or Affiliates, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executivethe Optionee, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of the Inventions along with any and all trade secret, patent, copyright, copyright and other intellectual property rights of whatsoever nature therein (collectively, “Proprietary Rights”) of whatsoever nature therein), whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Optionee whatsoever. If, for any reason, any of such results and proceeds Inventions shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive the Optionee hereby irrevocably assigns and agrees to assign any and all of Executivethe Optionee’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, thereto whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive the Optionee whatsoever. As to any Invention that Executive is required to assign, Executive The Optionee shall promptly and fully disclose to the Company all information known to Executive the Optionee concerning any Inventions or other Proprietary Rights. To the extent the Optionee has any Proprietary Rights that cannot be assigned in the manner described above, the Optionee unconditionally and irrevocably relinquishes, discharges and waives the enforcement of such InventionProprietary Rights. This Section 9(d) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by virtue of the Company’s being the Optionee’s employer or otherwise by operation of law.

Intellectual Property Rights. All intellectual property rights belonging to a party prior to the execution of the SOW or entry into force of the agreement with proposal through consent sent via email or otherwise (a) Executive agrees that the results and proceeds of Executive’s services for the Company (“Effective Date”), including, but not limited towithout limitation, any trade secretsthe software, productsproprietary tools, servicesmethodologies, processesmaterials, presentations, proposals, know-how, designsprocesses, developmentstechnologies, innovationsmodules, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codescomponents, programs, writing analytics, frameworks developed or used by a party prior to the Effective Date or developed independently from the SOW and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others provided hereunder (collectively, “InventionsPre-existing IPR”), shall be worksremain the exclusive ownership of that party, including enhancements and improvements to the aforementioned tools and materials which such party develops in the course of the services provided hereunder. . During the Term the customer grants IntellectEU a non-madeexclusive, worldwide, royalty-forfree, revocable and limited license to use customer’s Pre-hire existing IPR, to the extent necessary and useful for IntellectEU to perform its obligations hereunder. . In this agreement the Company term “Deliverables” shall be deemed the sole owner throughout the universe of mean any and all trade secretsoftware programming, patent(including all object code, copyrightsource code and source code materials pertaining thereto), work product and other deliverables, and other intellectual property rights all related written reports, requirements documents (collectivelyincluding newly created technical and non-technical data embodied therein), “Proprietary Rights”) specifications, program materials, flow charts, notes, outlines and the like, and all intermediate and partial versions thereof, that are developed, authored, conceived, originated, prepared or otherwise created by IntellectEU or its employees, agents or subcontractors for or on behalf of whatsoever nature thereincustomer in connection with IntellectEU’s performance of services hereunder during the Term, for all exploitation methods, whether known or not now or hereafter knownunknown at the Effective Date and regardless of the technical means for such exploitation. To the extent any Deliverables hereunder would contain IntellectEU’s Pre-Existing IPR, existingthe customer is granted a perpetual, contemplatedpersonal, recognizedrestricted, or developednon-exclusive, transferable, worldwide and assignable license, with the right to sublicense, to use IntellectEU’s Pre-Existing IPR, including without limitation, any third party intellectual property rights, to the extent necessary to be able to use the same Deliverables unless otherwise agreed in perpetuity in any manner the Company determines in its sole discretionexecuted SOW and excluding the software owned by IntellectEU which is marketed and licensed under separate license, without any further payment to Executive whatsoever. If, for any reason, any the use of such results software shall be defined in the separate license agreement. All rights, titles or interests in or to any Deliverables, including but not limited to any intellectual property rights in and proceeds thereto and any derivative works created therefrom, shall not legally vest in and shall be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue the exclusive property of IntellectEU during the course of the services provided hereunder. IntellectEU shall grant to the Company under customer a non- exclusive, non-transferable, worldwide, royalty-free, revocable and limited license to use the immediately preceding sentenceDeliverables created and developed by IntellectEU during the course of the services provided hereunder. At the moment of and subject to full payment by the customer of the Fee and all expenses invoiced by IntellectEU pursuant to article 6 of these General Terms and Conditions, then Executive hereby irrevocably assigns and agrees to assign IntellectEU shall transfer any and all rights, titles and interests in or to the Deliverables made hereunder to the customer excluding the software owned by IntellectEU which is marketed and licensed under separate license, the use of Executive’s rightsuch software shall be defined in the separate license agreement. The customer shall grant IntellectEU a perpetual, title, worldwide and interest theretoroyalty-free license concerning the Deliverables, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to further use the same Deliverables in perpetuity throughout the universe framework of IntellectEU’s business, as well as for the provision of services for current and future customers of IntellectEU, in the widest sense possible. For the purposes of public announcements and public presentations of non-confidential information which shall include name and logo of IEU’s customer and end client, name of project and brief description of the project the Parties will not need any manner determined consent in writing unless some details are separately restricted by the Company without any further payment Client in writing to Executive whatsoeverIEU. As to any Invention that Executive is required to assign, Executive Such duly restricted details shall promptly and fully disclose to the Company all information known to Executive concerning such Inventionbe deemed confidential.

Intellectual Property Rights. (a) Executive agrees You agree that the results and proceeds of Executive’s your services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executiveyou, either alone or jointly with others (collectively, “"Inventions”"), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “"Proprietary Rights”") of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive you whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive you hereby irrevocably assigns assign and agrees agree to assign any and all of Executive’s your right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive you whatsoever. As to any Invention that Executive is you are required to assign, Executive you shall promptly and fully disclose to the Company all information known to Executive you concerning such Invention.

Intellectual Property Rights. Executive shall not, at any time, have or claim any right, title or interest in or to any trade name, patent, trademark, service xxxx, trade dress, trade design, logo, copyright, intellectual property, methodology, technology, procedure, concept, idea or other similar right or asset (acollectively, “Intellectual Property”) Executive agrees that the results and proceeds of Executive’s services for belonging to the Company (includingor any of its affiliates, but or any third party with which any of them conducts business. Executive shall not limited tohave or claim any right, title or interest in or to any trade secretsmaterial or matter of any kind prepared for, productsor used in connection with, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental the business or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee promotion of the Company and or any works in progressof its affiliates, or any third party with which any of them conduct business, whether produced, prepared or not patentable published in whole or registrable under copyright in part by Executive, the Company, any of its affiliates, or similar statutesany third party with which any of them conduct business. All Intellectual Property that is conceived, that were devised, made, developed, conceived, or reduced to practice or learned perfected by Executive, either alone or jointly with others others, during the Employment Term (collectivelywhether or not on the Employing Entity’s premises or during business hours) that is related in any way to the past, current or future business or products of the Company or any of its affiliates or is devised, made, developed, reduced to practice or perfected utilizing personnel, equipment or facilities of the Company or any of its affiliates (“Company Inventions”)) shall be promptly disclosed by Executive to the Board, shall be works-made-for-hire deemed “works for hire” and shall immediately upon creation become the Company shall be deemed sole, absolute and exclusive property of the sole owner throughout Company. If and to the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, extent that any of such results and proceeds shall Intellectual Property should be determined for any reason not legally to be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue work for hire, Executive hereby assigns to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any in and all Proprietary Rights of whatsoever nature therein, whether to such Intellectual Property. To the extent not previously conveyed or not now or hereafter known, existing, contemplated, recognized, or developed, assigned to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any Executive further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose assigns to the Company all information known Intellectual Property that, in whole or in part, was or is (i) conceived devised, made, developed, reduced to practice or perfected by Executive, alone or will others, during the Employment Term (whether or not on the Employing Entity’s premises or during business hours), or (ii) was or is devised, made, developed, reduced to practice or perfected utilizing personnel, equipment or facilities of the Company or any of its affiliates, At the reasonable request and expense of the Company or any of its affiliates but without charges, whether during or at any time after Executive’s employment. Executive concerning such Inventionshall cooperate fully with the Company and any of its affiliates to secure any Intellectual Property protection or other similar rights in the United States and/or in foreign countries, including the execution and delivery of assignments, patent applications and other documents or papers.

Intellectual Property Rights. (a) Executive Employee agrees that the results and proceeds of ExecutiveEmployee’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, track record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, and source and object codes, programs, writing ) and other works of authorship) resulting from services performed while an employee of providing services hereunder to the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by ExecutiveEmployee, either alone or jointly with others others, while providing services to the Company (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable, any of its subsidiaries) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner determined by the Company determines in its sole discretionCompany, without any further payment to Executive Employee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries) under the immediately preceding sentence, then Executive Employee hereby irrevocably assigns and agrees to assign any and all of ExecutiveEmployee’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the CompanyCompany (or, if applicable, any of its subsidiaries), and the Company or such subsidiaries shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries without any further payment to Executive Employee whatsoever. As to any Invention that Executive Employee is required to assign, Executive Employee shall promptly and fully disclose to the Company all information known to Executive Employee concerning such Invention.

Intellectual Property Rights. Except as set forth on Schedule 3.11 hereto, Schedule 3.11 hereto contains a true and complete list of (a) Executive agrees that the results all patents, patent applications, trademarks, trademark registrations, and proceeds of Executive’s services for trademark applications service marks, service mxxx registrations, and service mxxx applications, trade names, and copyrights, copyright registrations, and copyright applications ("Intellectual Property") owned by the Company in connection with its business as presently conducted or as presently proposed to be conducted, (includingb) all licenses or other agreements giving the Company rights in Intellectual Property of third parties in connection with the Company's business as presently conducted or as presently proposed to be conducted, and (c) all licenses or other agreements giving to third parties rights in the Intellectual Property listed on Schedule 3.11 hereto. Except as set forth on Schedule 3.11 hereto, the Company has good and marketable title, free and clear of any liens or other encumbrances, to, owns or possesses adequate and enforceable licenses or other rights to use, all Intellectual Property and all computer software, software programs, inventions, drawings, designs, customer lists, proprietary know-how or information or other rights in connection with the business of the Company as presently conducted or as presently proposed to be conducted (hereinafter, collectively, "Proprietary Rights"). Each item of Intellectual Property owned by the Company and listed on Schedule 3.11 has been, to the extent indicated in Schedule 3.11 duly registered with, filed in, or issued by the United States Patent and Trademark Office, the United States Copyright Office or such other domestic or foreign government entity as indicated on Schedule 3.11, and such registrations, filings and issuances remain in full force and effect. Except as set forth on Schedule 3.11 hereto, to the best knowledge of the Sellers, the operations of the business of the Company, including but not limited toto use of service marks and copyrighted material and to products, any trade secrets, productsprocesses, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental substances, parts or experimental workother materials currently made, improvementssold or used by or contemplated to be made, discoveriessold or used by the Company in connection with its business, inventionsdo not conflict with or infringe upon any Proprietary Rights of any third party. Except as set forth on Schedule 3.11 hereto, ideasthe Company has not granted to any third parties exclusive licenses or options to obtain exclusive licenses under any of the Intellectual Property owned by the Company listed on Schedule 3.11 hereto. Except as set forth on Schedule 3.11 hereto, source and object codesthe Company has given no indemnification in connection with any patent, programstrademark, writing and copyright or other works Proprietary Right as to any product made, used or sold by any third party. Except as set forth on Schedule 3.11 hereto, there are no pending or, to the best knowledge of authorship) resulting from services performed while an employee the Sellers, threatened claims, proceedings or actions against the Company or any of its licensors that could have a material adverse effect on the Company's Proprietary Rights or that could limit the Company's right to use any patent, trademark, trade name, service mxxx or copyrighted material or to make, have made, sell or use any product, process, service, method, substance, part, or other material in connection with its business. Except as set forth on Schedule 3.11 hereto, there is no infringement by or claim of infringement against any third party of any Proprietary Rights of the Company and any works in progresswhich could be likely to have a material adverse effect on the Company's business, whether operations, condition (financial or not patentable or registrable under copyright or similar statutes, that were made, developed, conceivedotherwise), or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Inventionassets.

Intellectual Property Rights. You shall be required to disclose promptly, completely and in writing to the Company any discovery, invention, methodology or improvements made thereto, process, software applications or products, conceived, developed or discovered by you, either individually or jointly with others, during your employment (a“Inventions”) Executive agrees that and such Inventions whether or not patent applications are filed thereon shall at all time belong absolutely to and be the results sole and proceeds absolute property of Executive’s services the Company. You agree to treat such Inventions as Company proprietary and confidential and to use such Inventions solely for the benefit of the Company. You agree to assign to the Company (any and all rights, title and interest, including, but not limited to, any copyrights, trade secretssecrets and proprietary rights to the Inventions, productsinformation, servicesmaterials, processesproducts and deliverables developed during the performance of services to the Company. You agree that all the work performed by you and all Inventions, know-howinformation, designsmaterials, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source products and object codes, programs, writing and other works deliverables developed by you while in the employment of authorship) resulting from services performed while an employee the Company shall be the exclusive property of the Company and any works all title and interest therein shall vest in progressthe Company. All such Inventions, whether or not patentable or registrable under copyright or similar statutesinformation, that were madematerials, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire products and the Company deliverables shall be deemed to be “works made for hire” under the sole owner throughout United States Copyright Laws. If and when required by the universe of any and all trade secretCompany, you shall at the Company’s expense take out or apply for letters patent, copyrightlicenses or other rights, and other intellectual property rights (collectivelyprivileges or protection, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner as may be directed by the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any respect of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to Inventions, so that the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, benefit thereof accrues to the Company. You shall execute and do all instruments, acts, deeds and other things, which may be required by the Company for assigning, licensing any Inventions made during the employment, which shall vest with the Company including the name and all benefits arising in respect thereof. Pursuant to its exclusive proprietary rights, the Company shall have the sole and exclusive right inter-alia to use use, modify or adapt the same in perpetuity throughout Inventions, information, materials, products or deliverables developed by you during the universe in any manner determined by performance of your services as an employee of the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such InventionCompany.

Intellectual Property Rights. Any and all intellectual property rights anywhere in the world (including without limitation domain names, patents, design rights, utility rights, copyrights and moral rights, including rights in computer software and databases, rights in source codes, trademarks, trade names, logos, trade secrets, know-how, data, conclusions, technical and/or commercial findings, rights of use and any application or the right to make application for any of the above) existing now or at any time in the future and whether registered or registrable or not (the “Intellectual Property Rights”) in (a) Executive agrees that the results Goods, materials and proceeds other tangible property to be produced for, or supplied to us by the Contractor and (b) all work created by the Contractor or Contractor Personnel in the course of Executive’s performing the services for under the Company (Contract including, but not limited to, any trade secretsdocuments, products, services, processes, know-howdrawings, designs, developmentssamples, innovationstest results, analysesanalysis, drawingsstudies, reports, techniqueswork product, formulasplans, methodsspecifications, developmental or experimental worksoftware ((a) and (b) collectively referred to as the ”Work”) shall vest in us immediately upon creation to the fullest extent permitted by applicable law. The Contractor hereby grants, improvementsassigns and transfers to us all Intellectual Property Rights, discoveriestitle and interest in all Work and shall do (or procure to be done) all such further acts and things and the execution of all such documents as may be required for the purpose of securing for us the full benefit of such Intellectual Property Rights, inventionstitle and interest. Insofar as such an assignment and transfer is not, ideaswholly or in part, source possible due to applicable law, the Contractor hereby grants to us and object codesour worldwide related companies as defined in the Corporations Act 2001(Cth) (the “Affiliates”) an exclusive, programsroyalty-free, writing worldwide, perpetual right and other works of authorship) resulting from services performed while an employee license to use, sub-license, reproduce, amend, sell, offer for sale, import or export the Work. Where the Work will incorporate Intellectual Property Rights owned by the Contractor prior to the conclusion of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others Contract (collectively, the “InventionsBackground IPR”), the Contractor shall be worksadvise us of this in writing prior to the conclusion of the Contract and obtain our approval before proceeding. The Contractor hereby grants a non-madeexclusive, royalty-for-hire free, worldwide, perpetual right and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right license to use the same (as a whole or in perpetuity in parts) such Background IPR and to sublicense to our Affiliates, reproduce, amend, sell, offer for sale, import or export any manner the Company determines in its sole discretionWork, without any further payment to Executive whatsoever. If, for any reason, any of which incorporates or is based on such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such InventionBackground IPR.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for 's employment by the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, Track Record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from from, or developed in the course of, services performed by Executive for the Company while an employee of employed by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “"Inventions”"), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “"Proprietary Rights”") of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s 's right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from Exhibit 10.16 services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for employment by the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, Track Record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from from, or developed in the course of, services performed by Executive for the Company while an employee of employed by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “‘‘Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for employment by the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, track record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of employed hereunder by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company Board determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-work made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably irrevocably, absolutely and perpetually assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the CompanyCompany (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company Board or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. Notwithstanding the provisions of Section 19(4) of the Copyright Act, 1957, such assignment in so far as it relates to copyrightable material shall not lapse nor the rights transferred therein revert to the Employee, even if the Company does not exercise the rights under the assignment within a period of one year from the date of assignment. The Employee further acknowledges and agrees that he/she shall waive any right to and shall not raise any objection or claims to the Copyright Board with respect to the assignment, pursuant to Section 19A of the Copyright Act, 1957. The Employee also agrees to assist and cooperate with the Company in perfecting the Company's rights in the Intellectual Property. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that the All results and proceeds of Executive’s services for the Company Services performed under this Agreement (includingcollectively, but not limited tothe “Deliverables”) and all other writings, any trade secretstechnology, productsinventions, servicesdiscoveries, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source concepts, research, proposals, and object codesmaterials, programs, writing and all other works work product of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutesnature whatsoever, that were madeare created, developedprepared, produced, authored, edited, modified, conceived, or reduced to practice in the course of performing the Services or learned by Executive, either alone other work performed in connection with the Services or jointly with others this Agreement (collectively, and including the Deliverables, “InventionsWork Product”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secretsecrets, patentknow-how, copyrightand other confidential or proprietary information, and other intellectual property rights (collectively, collectively “Proprietary Intellectual Property Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with shall be owned exclusively by the right to use Company. You acknowledge and agree that any and all Work Product that may qualify as “work made for hire” as defined in the same in perpetuity in any manner Copyright Act of 1976 (17 U.S.C. § 101) is hereby deemed “work made for hire” for the Company determines and all copyrights therein shall automatically and immediately vest in its sole discretion, without the Company. To the extent that any further payment to Executive whatsoever. If, Work Product does not constitute “work made for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue hire,” you hereby irrevocably assign to the Company under the immediately preceding sentenceand its successors and assigns, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s for no additional consideration, your entire right, title, and interest theretoin and to such Work Product and all Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof. To the extent any copyrights are assigned under this Section 5, you hereby irrevocably waive in favor of the Company, to the extent permitted by applicable law, any and all Proprietary Rights claims you may now or hereafter have in any jurisdiction to all rights of whatsoever nature thereinpaternity or attribution, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” in relation to all Work Product to which the assigned copyrights apply. You shall make full and prompt written disclosure to the Company of any inventions or processes, as such terms are defined in 35 U.S.C. § 100, that constitute Work Product, whether or not now such inventions or hereafter known, existing, contemplated, recognized, processes are patentable or developed, protected as trade secrets. You shall not disclose to any third party the nature or details of any such inventions or processes without the prior written consent of the Company. Any patent application for or application for registration of any Intellectual Property Rights in any Work Product that you may file during the Term or at any time thereafter will belong to the Company, and you hereby irrevocably assign to the Company, for no additional consideration, your entire right, title, and interest in and to such application, all Intellectual Property Rights disclosed or claimed therein, and any patent or registration issuing or resulting therefrom. P a g e | 2 Upon the reasonable request of the Company, during and after the Term, you shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, and provide such further cooperation, as may be reasonably necessary to assist the Company shall to apply for, prosecute, register, maintain, perfect, record, or enforce its rights in any Work Product and all Intellectual Property Rights therein. In the event the Company is unable, after reasonable effort, to obtain your signature on any such documents, you hereby irrevocably designate and appoint the Company as your agent and attorney-in-fact, to act for and on your behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other intellectual property protection related to the Work Product with the same legal force and effect as if you had executed them. You agree that this power of attorney is coupled with an interest. Notwithstanding this Section 5, to the extent that any of your pre-existing materials are incorporated in or combined with any Deliverable or otherwise necessary for the use or exploitation of any Work Product, you hereby grant to the Company an irrevocable, worldwide, perpetual, royalty-free, non-exclusive license to use, publish, reproduce, perform, display, distribute, modify, prepare derivative works based upon, make, have made, sell, offer to sell, import, and otherwise exploit such preexisting materials and derivative works thereof. The Company may assign, transfer, and sublicense (through multiple tiers) such rights to others without your approval. As between you and the Company, the Company is, and will remain, the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, data, know-how, methodologies, software, and other materials provided to you by the Company (“Company Materials”), and all Intellectual Property Rights therein. You have no right or license to reproduce or use any Company Materials except solely during the Term to the extent necessary to perform your obligations under this Agreement. All other rights in and to the Company Materials are expressly reserved by the Company. You have no right or license to use the same in perpetuity throughout Company's trademarks, service marks, trade names, logos, symbols, or brand names. You shall require each of your employees and contractors to execute written agreements containing obligations of confidentiality and non-use and assignment of inventions and other work product consistent with the universe in provisions of this Section 5 prior to such employee or contractor providing any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such InventionServices under this Agreement.

Intellectual Property Rights. (a) Executive Employee agrees and acknowledges that the results Employer owns all intellectual property rights in materials or information developed by Employer, Employee, or as a result of cooperation between Employer and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutesEmployee, that were made, developed, conceived, relates in any way to or reduced is based on Confidential Employer information or technology being developed by Employer. Employee shall regularly and promptly disclose information and technology developed by Employee that relates in any way to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of is based on Confidential Employer information to Employer. Employee hereby assigns any and all trade secretrights, title or interest that it may now or hereafter have in any Confidential Employer information and related patent, copyright, trade secret and other intellectual property proprietary rights. Employee shall take such additional actions (including without limitation, the executions and delivery of separate assignments and additional documents) as Employer may reasonably request to effect, perfect or evidence such assignment or Employer’s ownership of all Confidential Employer information and related proprietary rights. Employee hereby waives any so-called "droit moral" rights, "moral rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with authors" and all other similar rights however denominated throughout the world. Employee shall retain the right to use receive credit and attribution for white papers, publications, presentations and other authoritative works which are created by Employee on behalf of Employer, whether such works are published for internal distribution or external distribution. Nothing in this Agreement shall be deemed to prevent Employer from preparation and prosecution of applications for and the same in perpetuity in procurement, issuance, maintenance, enforcement and defense of patents, trademarks, service marks, and/or copyrights, throughout the world, based on inventions, and/or subject matter or combinations thereof, disclosed under this Agreement. Notwithstanding any manner the Company determines in its sole discretion, without any further payment terms of this Agreement appearing to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentencecontrary, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or this agreement does not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As apply to any Invention that Executive is required or Work of Employee for which no equipment, supplies, facilities or trade secret information of Employer was used and which was developed entirely on Employee’s own time, unless (a) the Invention or Work relates (i) directly to assignEmployer’s business or (ii) to Employer’s actual or demonstrably anticipated research or development, Executive shall promptly and fully disclose or (b) the Invention or Work results from any services Employee provided to the Company all information known to Executive concerning such Invention.Employer. SECTION NINE: CONFIDENTIALITY

Intellectual Property Rights. (a) Executive agrees that the The results and proceeds of Executivethe Employee’s employment with the Company, including, without limitation, any works of authorship resulting from the Employee’s services for during the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company Employment Term and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire for hire, and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, discretion without any further payment to Executive the Employee whatsoever. If, for any reason, any of such results and proceeds shall will not legally be a work-made-for-hire and/or there are any Proprietary Rights rights which do not accrue to the Company under the immediately preceding sentence, then Executive the Employee hereby irrevocably assigns and agrees to assign any and all of Executivethe Employee’s rightrights, title, titles and interest interests thereto, including including, without limitation, any and all Proprietary Rights copyrights, patents, trade secrets, trademarks and/or other rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company determines without any further payment to Executive the Employee whatsoever. As The Employee shall, from time to time, as may be requested by the Company, do any Invention that Executive is required to assign, Executive shall promptly and fully disclose to all things which the Company may deem useful or desirable to establish or document the Company’s exclusive ownership of any and all rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright and/or patent applications or assignments. To the extent the Employee has any rights in the results and proceeds of the Employee’s services that cannot be assigned in the manner described above, the Employee unconditionally and irrevocably waives the enforcement of such rights. This Section 10(b) is subject to and will not be deemed to limit, restrict or constitute any waiver by the Company of any rights of ownership to which the Company may be entitled by operation of law by virtue of the Company being the Employee’s employer. Upon the Company’s request, the Employee shall enter into such other confidentiality or proprietary information known to Executive concerning such Inventionand invention assignment agreement as the Company may determine appropriate.

Intellectual Property Rights. (a) x.Executive agrees that the results and proceeds of Executive’s services for employment by the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, track record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of employed hereunder by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company Board determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-work made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the CompanyCompany (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company Board or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for employment by the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, Track Record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of employed hereunder by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company Board determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-madeworkmade-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the CompanyCompany (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company Board or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for employment by the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from from, or developed in the course of, services performed by Executive for the Company while an employee of employed by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive Employee acknowledges and ----------------------------- agrees that the results in consideration for his employment with Company and proceeds of Executive’s services in exchange for the consideration to be paid to Employee in connection with such employment, all creative works Employee produces in connection with his employment by Company (which relate to Company's actual or demonstrably anticipated research or development, including, but not limited towithout limitation, any trade secretsinvention, productsformula, servicespattern, processescompilation, know-howcomputer program (and related documentation and source code), designsdevice, developmentsmethod, innovationstechnique, analysesdrawing, drawings, reports, techniques, formulas, methods, developmental process or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether intellectual property or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others property right (collectively, “Inventions”"Intellectual Property"), shall be works-made-for-hire considered to have been prepared for Company as a part of and pursuant to Employee's employment with Company. Employee shall disclose to Company the existence of such Intellectual Property when he becomes aware of its existence, and Employee agrees that any such Intellectual Property shall be owned by Company regardless of whether it would otherwise be considered a work made for hire. Employee agrees to execute any documents which Company deems necessary to protect Company's interest, including assignments, and further agrees to give evidence and testimony and take any other reasonable actions as may be necessary, to secure and enforce Company's rights. Notwithstanding anything set forth in this Section 10(d) to the contrary, the parties acknowledge and agree that any Intellectual Property that Employee (i) has developed or was in the process of developing prior to the Effective Date or which he develops during the Term, and (ii) has not used any of Company's resources (whether materials, equipment, supplies, or other employees, contractors or consultants of Company) in connection with such development, shall be owned by Employee (the "Employee Intellectual Property"); provided, however, Employee shall promptly notify (the "Development Notice") Company of the existence of such Employee Intellectual Property. The Development Notice shall completely describe the Employee Intellectual Property and the applications for such Employee Intellectual Property. If within 30 days after Company's receipt of the Development Notice Company notifies Employee that Company would like to purchase or license the item of Employee Intellectual Property which is the subject of the Development Notice, then Company and Employee shall be deemed negotiate in good faith for the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether purchase or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any license of such results and proceeds shall item of Employee Intellectual Property. Employee agrees that he will not legally be a work-made-for-hire and/or there are directly or indirectly disclose the existence of the Employee Intellectual Property to any Proprietary Rights which do third party unless Company either notifies Employee in writing that Company does not accrue elect to purchase or license the Employee Intellectual Property or Company fails to notify Employee of its intent with regard to the Company under purchase or license of the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all Employee Intellectual Property within 30 days after the date of Executive’s right, title, and interest thereto, including any and all Proprietary Rights Company's receipt of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such InventionDevelopment Notice.

Intellectual Property Rights. (ai) Executive Employee agrees that the results and proceeds of ExecutiveEmployee’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by ExecutiveEmployee, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive Employee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive Employee hereby irrevocably assigns and agrees to assign any and all of ExecutiveEmployee’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive Employee whatsoever. As to any Invention that Executive Employee is required to assign, Executive Employee shall promptly and fully disclose to the Company all information known to Executive Employee concerning such Invention.

Intellectual Property Rights. (a) The Executive agrees acknowledges that the results and proceeds of Executive’s services for the Company (includingall inventions, but not limited to, any trade secrets, products, servicestechnology, processes, know-howinnovations, ideas, improvements, developments, methods, designs, developmentsanalyses, innovationstrademarks, analysesservice marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reports, techniquesall information and data processing systems, formulasprograms and software (including, methods, developmental or experimental work, improvements, discoveries, inventions, ideaswithout limitation, source code, executable code, data, data-bases, and object codes, programs, writing related material and other works of authorshipdocumentation) resulting from services performed while an employee of the Company and any and all licenses and copies thereof and rights thereto, and all similar, related, or derivative information or works in progress, (whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced subject to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”copyright), shall be works-made-for-hire including but not limited to all patents, copyrights, copyright registrations, trademark registrations and software in and to any of the Company shall be deemed the sole owner throughout the universe of any and all trade secretforegoing, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, along with the right to use practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the same in perpetuity in foregoing, and the right to choose not to do or permit any manner of the aforementioned actions, which relate to any of the Affiliated Company’s actual or anticipated business, research and development or existing or future products or services and which are - 3 - conceived, developed or made by the Executive prior to or while employed by the Company determines in its sole discretion(collectively, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue the “Work Product”) belong to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s rightintellectual property and moral rights related thereto are hereby conveyed, title, assigned and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, transferred to the Company. All other rights to any new Work Product and all rights to any existing Work Product, including but not limited to all of the Executive’s rights to any copyrights or copyright registrations related thereto, are conveyed, assigned and transferred to the Company pursuant to this Agreement. The Executive shall have promptly disclose and deliver such Work Product to the right to use Company and, at the same in perpetuity throughout the universe in any manner determined Company’s expense, perform all actions reasonably requested by the Company (whether during or after the Period of Employment) to establish, confirm and protect such ownership (including, without any further payment limitation, the execution of assignments, copyright registrations, consents, licenses, powers of attorney and other instruments). All Work Product made within six (6) months after expiration of the Period of Employment shall be presumed to have been conceived during the Period of Employment, unless the Executive whatsoever. As to any Invention can prove conclusively that Executive is required to assign, Executive shall promptly and fully disclose to it was created after the Company all information known to Executive concerning such InventionPeriod of Employment.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for 's employment by the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, Track Record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of employed hereunder by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company Board determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s 's right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the CompanyCompany (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company Board or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive a)Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. Executive shall retain all rights in and to his personal musical compositions composed prior to and after the Start Date, other than any musical compositions composed by the Executive that were expressly intended to be used by, or developed for, any media production of Pantaya, LLC and its Affiliates.

Intellectual Property Rights. (a) 10.1. The Executive acknowledges and agrees that the results and proceeds all writings, works of Executive’s services for the Company (includingauthorship, but not limited totechnology, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvementsinventions, discoveries, inventions, ideas, source and object codes, programs, writing ideas and other works work product of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutesnature whatsoever, that were madeare created, developedprepared, conceivedproduced, authored, conceived or reduced to practice or learned by Executive, either alone the Executive individually or jointly with others during the Term and relating in any way to the business or contemplated business of the Company (regardless of when or where the Inventions are prepared or whose equipment or other resources is used in preparing the same) and all printed, physical and electronic copies, all improvements, rights and claims related to the foregoing, and other tangible embodiments thereof (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of as well as any and all rights in and to copyrights, trade secretsecrets, patenttrademarks (and related goodwill), copyright, patents and other intellectual property rights therein arising in any jurisdiction throughout the world and all related rights of priority under international conventions with respect thereto, including all pending and future applications and registrations therefor, and continuations, divisions, continuations-in-part, reissues, extensions and renewals thereof (collectively, “Proprietary Intellectual Property Rights”) ), shall be the sole and exclusive property of whatsoever nature thereinthe Company. The Executive acknowledges that, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner by reason of being employed by the Company determines in its sole discretionat the relevant times, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under extent permitted by law, all of the immediately preceding sentenceInventions consisting of copyrightable subject matter is “work made for hire” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, then the Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, for no additional consideration, the Executive’s entire right, title and the Company shall have interest in and to all Inventions and Intellectual Property Rights therein, including the right to use the same in perpetuity xxx, counterclaim and recover for all past, present and future infringement, misappropriation or dilution thereof, and all rights corresponding thereto throughout the universe world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title or interest in any manner determined by Inventions or Intellectual Property Rights so as to be less in any respect than that the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to would have had in the Company all information known to Executive concerning such Inventionabsence of this Agreement.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s 's services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “"Inventions”"), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “"Proprietary Rights”") of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s 's right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive The Employee acknowledges and agrees that the results and proceeds of Executive’s services in consideration for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of his employment with the Company and in exchange for the consideration to be paid to the Employee in connection with such employment, all creative works The Employee produces in connection with his employment by the Company which relate to the Company's actual or demonstrably anticipated research or development, including, without limitation, any works in progressinvention, whether formula, pattern, compilation, computer program (and related documentation and source code), device, method, technique, drawing, process or not patentable other intellectual property or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others property right (collectively, “Inventions”"Intellectual Property"), shall be works-made-for-hire and considered to have been prepared for the Company shall be deemed as a part of and pursuant to the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, Employee's employment with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoeverCompany. If, for any reason, any of such results and proceeds The Employee shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known the existence of such Intellectual Property when he becomes aware of its existence, and the Employee agrees that any such Intellectual Property shall be owned by the Company regardless of whether it would otherwise be considered a work made for hire. The Employee agrees to Executive concerning execute any documents which the Company deems necessary to protect the Company's interest, including assignments, and further agrees to give evidence and testimony and take any other reasonable actions as may be necessary, to secure and enforce the Company's rights. Notwithstanding anything set forth in this Section 9(d) to the contrary, the parties acknowledge and agree that any Intellectual Property that the Employee (i) has developed or was in the process of developing prior to the Effective Date or which he develops during the Term, and (ii) has not used any of the Company's resources (whether materials, equipment, supplies, or other employees, contractors or consultants of the Company) in connection with such Inventiondevelopment, shall be owned by the Employee (the "Employee Intellectual Property"); provided, however, the Employee shall promptly notify (the "Development Notice") the Company of the existence of such Employee Intellectual Property. The Development Notice shall completely describe the Employee Intellectual Property and the applications for such Employee Intellectual Property. If within 30 days after the Company's receipt of the Development Notice Company notifies the Employee that the Company would like to purchase or license the item of Employee Intellectual Property which is the subject of the Development Notice, then the Company and the Employee shall negotiate in good faith for the purchase or license of such item of Employee Intellectual Property. The Employee agrees that he will not directly or indirectly disclose the existence of the Employee Intellectual Property to any third party unless the Company either notifies the Employee in writing that the Company does not elect to purchase or license the Employee Intellectual Property or the Company fails to notify the Employee of its intent with regard to the purchase or license of the Employee Intellectual Property within 30 days after the date of the Company's receipt of the Development Notice.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the ​ ​ ​ Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive Employee agrees that the results and proceeds of ExecutiveEmployee’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-know- how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing writings, and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by ExecutiveEmployee, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive Employee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive Employee hereby irrevocably assigns and agrees to assign any and all of ExecutiveEmployee’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive Employee whatsoever. As to any Invention that Executive Employee is required to assign, Executive Employee shall promptly and fully disclose to the Company all information known to Executive Employee concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s 's services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “"Inventions”"), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “"Proprietary Rights”") of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, If for any reason, any of such results and proceeds shall not legally be a work-work­ made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and any agrees to assign any and all of Executive’s 's right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive Except for Proprietary Information owned by the Employee which is designated in writing to the Company prior to the execution hereof as Exhibit “B” hereto, the Employee agrees that the results and proceeds of Executive’s services for the Company (includingall ideas, but not limited toproposals, any trade secrets, products, services, valuation processes, know-howAmbulatory Surgical Centers (“A&S”) and Surgical Hospital economic models, profiles or operating processes or architectural designs, insights, knowledge, writing, drawings, inventions, designs, developmentsparts, innovationsmachines or processes developed as a result of, analysesor in the course of, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Duties rendered to the Company and any works in progressGroup or by the Employee during the term of this Agreement, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced subject to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”)copyright, shall be works-made-for-hire and the property of the Company Group. Subject to the foregoing exception, the Employee herewith assigns all rights in the foregoing intellectual property to the Company Group and shall be deemed supply all assistance, both while an Employee of the sole owner throughout Company and after leaving the universe of Company, reasonably requested in securing for the Company Group’s benefit any and all trade secret, patent, copyright, trademark, service xxxx, license, right or other evidence of ownership of any such intellectual property, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in shall provide full information regarding any manner such item and execute all appropriate documentation prepared by the Company determines Group in its sole discretionapplying or otherwise registering, without any further payment to Executive whatsoever. If, for any reason, any in the name of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the appropriate entity comprising part of the Company under the immediately preceding sentenceGroup, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developedrights, to any such item. The Employee shall prominently xxxx all written information with an appropriate legend that the Company, and material contained therein is the property of the Company and that the information is confidential and proprietary and not to be reproduced or used by other parties. The Company Group shall have the right to use sell, or grant licenses to use, any of such intellectual property to others, including, without limitation, any such intellectual property derived from any business practices journal prepared in connection with the same in perpetuity throughout Duties provided. If the universe in any manner determined by Employee’s assistance is required after the departure of the Employee from the Company, the Company without will reimburse Employee for any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to out-of-pocket expenses incurred in the Company all information known to Executive concerning such Inventionperformance of the needed assistance.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to 10 Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 8(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 8 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. 9.

Intellectual Property Rights. (a) Executive i. The Optionee agrees that the results and proceeds of Executivethe Optionee’s services for the Company or its subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee a service provider of the Company and any works in progress, progress for the Company whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executivethe Optionee, either alone or jointly with others for the Company (collectively, “Inventions”), shall be works-made-for-hire (or such similar term in accordance with applicable laws) and the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Optionee whatsoever. If, for any reason, any of such results and proceeds Inventions shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive the Optionee hereby irrevocably assigns and agrees to assign any and all of Executivethe Optionee’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive the Optionee whatsoever. As to any Invention that Executive the Optionee is required to assign, Executive the Optionee shall promptly and fully disclose to the Company all information known to Executive the Optionee concerning such Invention. The Optionee hereby confirms that it was always the intention of the parties hereto that the Company own any right, title, and interest throughout the world in and to any such Invention.

Intellectual Property Rights. (a) Executive Consultant agrees that the results and proceeds of ExecutiveConsultant’s services Services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing writings, and other works of authorship) resulting from services performed while an employee of Consultant’s Services provided during the Company Restricted Period and any works in progressprogress resulting from Consultant’s Services performed during the Restricted Period, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by ExecutiveConsultant, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive Consultant whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive Consultant hereby irrevocably assigns and agrees to assign any and all of ExecutiveConsultant’s right, title, and interest theretoto any of such results and proceeds (if any), including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive Consultant whatsoever. As to any Invention that Executive Consultant is required to assign, Executive Consultant shall promptly and fully disclose to the Company all information known to Executive Consultant concerning such Invention.

Intellectual Property Rights. (a) Executive a)Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that the The results and proceeds of Executive’s services for the Company employment with HRG (including, but not limited to, any such results or proceeds that contain trade secrets, products, services, processes, know-how, track record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company , and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by ExecutiveExecutive in carrying out his duties for HRG, either alone or jointly with others others) (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights of whatsoever nature therein (collectively, “Proprietary Rights”) of whatsoever nature therein), whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company Board determines in its sole discretion, without any further payment to Executive whatsoeverfor such use. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the CompanyCompany (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company Board or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall shall, upon reasonable written request by the Board, promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (ai) Executive Consultant agrees that the results and proceeds of ExecutiveConsultant’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee a consultant of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by ExecutiveConsultant, either alone or jointly with others in the performance of Consultant’s Services for the Company (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive Consultant whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive Consultant hereby irrevocably assigns and agrees to assign any and all of ExecutiveConsultant’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive Consultant whatsoever. As to any Invention that Executive Consultant is required to assign, Executive Consultant shall promptly and fully disclose to the Company all information known to Executive Consultant concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s 's services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “"Inventions”"), shall be works-made-for-hire and the Company shall be deemed the sole sole:owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “"Proprietary Rights”") of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-work made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s 's right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive agrees 1 You acknowledge that in the results course of your employment and proceeds as part of Executive’s services for the Company (includingyour duties you may conceive or make, individually or with others, certain Inventions and you may develop or produce, individually or with others, certain works in which copyright and/or unregistered design right will subsist in various media, including but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others electronic materials (collectively, “Inventions”Creative Works), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same you agree that you will promptly disclose in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose writing to the Company all information known Inventions and Creative Works. 3.2 You acknowledge that any Inventions or Creative Works and any and all Intellectual Property subsisting or which may in the future subsist in such Inventions or Creative Works whether or not conceived or made during working hours, including, without limitation, those which: 3.2.1 relate in any manner to Executive concerning the business of the Company or any Group Company or to its actual or demonstrably anticipated activities; or 3.2.2 result from or are made in the course of your employment by the Company; or .2.3 involve the use of any equipment, supplies, facilities, confidential information, documents, Intellectual Property or time of the Company or any other Group Company, will on creation vest in and be the exclusive property of the Company in the United Kingdom or any other part of the universe and where the same does not automatically vest as aforesaid you agree to assign the same to the Company (or as it may direct) or in the case of any future copyright in the same you hereby assign such Inventioncopyright to the Company. .3 You agree that, without limitation to the foregoing: .3.1 any Invention disclosed by you to a third person or described in a patent or registered design application filed by you or on your behalf; and 3.3.2 any Creative Work disclosed to a third person, published or the subject of an application for copyright or other registration filed by you or on your behalf, during or within six months following termination of your employment will be presumed to have been written, developed, produced, conceived or made by you during the Employment, unless proved by you to have been written, developed, produced, conceived or made by you following the termination of the Employment. 3.4 You hereby irrevocably waive any rights which you may have in the Inventions or the Creative Works which are or have been conferred on you by chapter IV of Part I of the Copyright, Designs and Patents Axx 0000 headed "Moral Rights" and by any other laws of a similar or equivalent nature in any of the countries of the world. 3.5 You will also, at the Company's request and expense, execute specific assignments of any Inventions or Creative Work and execute, acknowledge and deliver such other documents and take such further action as the Company may require, at any time during or subsequent to the period of your employment, to vest or evidence title in Inventions or Creative Works in the Company (or as it may direct) and to obtain, maintain and defend the Intellectual Property in the Inventions or Creative Works in any and all countries or to otherwise give effect to the provisions of this agreement. 3.6 You hereby irrevocably appoint the Company to be your attorney in your name and on your behalf to execute and do any such instrument or thing and generally to use your name for the purpose of giving to the Company or its nominee the full benefit of the provisions of this clause 3 and you acknowledge in favour of any third party that a certificate in writing signed by any Director or the Secretary of the Company that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case. 3.7 You shall not knowingly do or permit to be done any act or omit to do any thing which might imperil, jeopardise or prejudice any of the rights referred to in this clause 3 or which might invalidate or prejudice any application made by the Company for Intellectual Property. .

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s 's services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “"Inventions”"), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “"Proprietary Rights”") of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, ,for any reason, any of such results and proceeds shall not legally be a work-work made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s 's right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (ai) Executive agrees that the results and proceeds of Executive’s services (including consulting services) for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee or consultant of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

Intellectual Property Rights. (a) Executive agrees that the The results and proceeds of Executivethe Employee’s employment with the Company, including, without limitation, any works of authorship resulting from the Employee’s services for to the Company (including, but not limited to, at any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company time and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire for hire, and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, discretion without any further payment to Executive the Employee whatsoever. If, for any reason, any of such results and proceeds shall will not legally be a work-made-for-hire and/or there are any Proprietary Rights rights which do not accrue to the Company under the immediately preceding sentence, then Executive the Employee hereby irrevocably assigns and agrees to assign any and all of Executivethe Employee’s rightrights, title, titles and interest interests thereto, including including, without limitation, any and all Proprietary Rights copyrights, patents, trade secrets, trademarks and/or other rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company determines without any further payment to Executive the Employee whatsoever. As The Employee shall, from time to time, as may be requested by the Company, do any Invention that Executive is required to assign, Executive shall promptly and fully disclose to all things which the Company may deem useful or desirable to establish or document the Company’s exclusive ownership of any and all rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright and/or patent applications or assignments. To the extent the Employee has any rights in the results and proceeds of the Employee’s services that cannot be assigned in the manner described above, the Employee unconditionally and irrevocably waives the enforcement of such rights. This Section 10(b) is subject to and will not be deemed to limit, restrict or constitute any waiver by the Company of any rights of ownership to which the Company may be entitled by operation of law by virtue of the Company being the Employee’s employer. Upon the Company’s request, the Employee shall enter into such other confidentiality or proprietary information known to Executive concerning such Inventionand invention assignment agreement as the Company may determine appropriate.

Intellectual Property Rights. (ai) Executive The Grantee agrees that the results and proceeds of Executivethe Grantee’s services for the Company or its subsidiaries or Affiliates (including, but not limited towithout limitation, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee a member of the Company Board and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executivethe Grantee, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Grantee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive the Grantee hereby irrevocably assigns and agrees to assign any and all of Executivethe Grantee’s right, title, title and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive the Grantee whatsoever. As to any Invention that Executive the Grantee is required to assign, Executive the Grantee shall promptly and fully disclose to the Company all information known to Executive the Grantee concerning such Invention. The Grantee hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that the Grantee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a%3) Executive agrees that the results and proceeds of Executive’s services for employment by the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, track record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of employed hereunder by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company Board determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the CompanyCompany (or, if applicable or as directed by the Xxxxxxxxx 0000-00-0 EXECUTION VERSION.docx Board, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company Board or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. For the avoidance of doubt, the provisions of this paragraph 10(a) do not apply to any intellectual property developed by, or intellectual property rights vested in, Executive as a result of or related to his affiliation with Vidya Seva.

Intellectual Property Rights. (aA) The Executive agrees that all Intellectual Property Rights which are conceived, discovered, developed, reduced to practice, or made by the results and proceeds of Executive’s services for the Company Executive (includingwhether or not during usual business hours, but whether or not limited toalone or in conjunction with any other person, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental whether or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) not resulting from services performed while an employee the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company and any works in progress, Companies or whether or not patentable or registrable under copyright or similar statutesstatutes or subject to analogous protection) during the Term which (A) relate to the Companies’ actual or anticipated business, that were maderesearch and development or existing or future products or services, developed(B) result from any work performed for the Companies or (C) result from any use of the premises, property or Confidential Information of the Companies (including those conceived, developed or reduced made prior to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”the date of this Agreement), shall together with all patent applications, letters patent, trademark, trade name and service mxxx applications or registrations, copyrights and reissues thereof that may be works-made-for-hire granted for or upon any of the foregoing (all of which are collectively referred to herein as, the “Work Product”) and the Company benefits thereof shall be deemed immediately become the sole owner throughout and absolute property of the universe of Companies or their assigns. The Executive will promptly disclose such Work Product to the Companies (or any persons designated by them) and all trade secrethereby assigns any rights he may have or acquire in the Work Product and benefits and/or rights resulting therefrom to the Companies and their assigns without further compensation and shall communicate, patent, copyrightwithout cost or delay, and other intellectual property rights without publishing the same, all available information relating thereto (collectively, “Proprietary Rights”with all necessary plans and models) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Companies. The Executive hereby irrevocably assigns recognizes and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developedthat the Work Product, to the Companyextent copyrightable, and constitutes works for hire under the Company shall have copyright laws of the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such InventionUnited States.