Common use of Applicability to Past Activities Clause in Contracts

Applicability to Past Activities. Consultant agrees that if and to the extent that Consultant provided any work or made efforts on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of Consultant’s involvement with the Company, that would have been “Services” if performed during the term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period: (i) Consultant received access to any information from or on behalf of the Company that would have been “Confidential Information” (as defined below) if Consultant received access to such information during the term of this Agreement; or (ii) Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Consultant’s involvement with Company, that would have been an “Invention” (as defined below) if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; or (b) incorporated into any such item any pre- existing invention, improvement, development, concept, discovery or other proprietary information that would have been a “Prior Invention” (as defined below) if incorporated into such item during the term of this Agreement; then any such information shall be deemed “Confidential Information” hereunder and any such item shall be deemed an “Invention” or “Prior Invention” hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.

Applicability to Past Activities. Consultant agrees that if and to the extent that Consultant provided any work services or made efforts on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of Consultant’s involvement with the Company, that would have been “Services” if performed during the term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period: (i) Consultant received access to any information from or on behalf of the Company that would have been “Confidential Information” (as defined below) if Consultant received access to such information during the term of this Agreement; or (ii) Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Consultant’s involvement with Company, that would have been an “Invention” (as defined below) Invention if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; , or (b) incorporated into any such item any pre- pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a “Prior Invention” (as defined below) Invention if incorporated into such item during the term of this Agreement; then any such information shall be deemed “Confidential Information” Information hereunder and any such item shall be deemed an “Invention” Invention or “Prior Invention” Invention hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.

Applicability to Past Activities. Consultant agrees that if and to the extent that Consultant provided any work services or made efforts on behalf of or for the benefit of Companythe Client, or related to the current or prospective business of Company the Client in anticipation of Consultant’s involvement with the CompanyClient, that would have been “Services” if performed during the term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period: (i) Consultant received access to any information from or on behalf of the Company Client that would have been “Confidential Information” (as defined belowabove) if Consultant received access to such information during the term of this Agreement; or (ii) Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the CompanyClient, or related to the current or prospective business of the Company Client in anticipation of Consultant’s involvement with Companythe Client, that would have been an “InventionWork Product” (as defined belowabove) if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; or (b) incorporated into any such item any pre- existing invention, improvement, development, concept, discovery or other proprietary information that would have been a “Prior Invention” (as defined below) if incorporated into such item during the term of this Agreement; then any such information shall be deemed “Confidential Information” hereunder and any such item shall be deemed an “Invention” or “Prior InventionWork Product” hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period. [The remainder of this page is intentionally blank. Signature page follows.]

Applicability to Past Activities. Consultant agrees that if If and to the extent that that, for a period of time prior to the Effective Date of this Agreement (the “Prior Consulting Period”), Consultant provided any work services or made efforts on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Consultant’s involvement with the Company, that would have been “Services” Services if performed during the term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting PeriodAgreement, and: (i) Consultant received access to any information from or on behalf of the Company that would have been “Confidential Information” (as defined below) Information if Consultant received access to such information during the term of this Agreement; or (ii) Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Consultant’s involvement with the Company, that would have been an “Invention” (as defined below) Invention if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; or (b) incorporated into any such item any pre- pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a “Prior Invention” (as defined below) if incorporated into such item during the term of this Agreementinformation; then any such information shall be deemed “Confidential Information” hereunder and any such item shall be deemed an “Invention” or “Prior Invention” hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.

Applicability to Past Activities. The Company, VAMI and the Assigned Consultant agrees each acknowledge that if VAMI and to the extent that Assigned Consultant provided any work have performed work, activities, services or made efforts on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of VAMI and the Assigned Consultant’s involvement with the Company, that would have been “Servicesservices” if performed during the term of this agreement, for a period of time prior to the effective date of this agreement, including, but not limited to the period covered by the Prior Agreement (the “Prior Consulting Period”) ). Accordingly, if and to the extent that that, during the Prior Consulting Period: (i) VAMI and the Assigned Consultant received access to any information from or on behalf of the Company that would have been “Confidential Information” confidential information (as defined below) if VAMI and the Assigned Consultant received access to such information during the term of this Agreement; or (ii) VAMI and the Assigned Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the Companycompany, or related to the current or prospective business of the Company in anticipation of VAMI and the Assigned Consultant’s involvement with the Company, that would have been an “Invention” invention (as defined below) if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreementagreement; or (b) incorporated into any such item any pre- pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a “Prior Invention” prior invention (as defined below) if incorporated into such item during the term of this Agreementagreement; then any such information shall be deemed “Confidential Informationconfidential information” hereunder and any such item shall be deemed an “Invention” or “Prior Invention” hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.

Applicability to Past Activities. Consultant agrees that if and to the extent that Consultant provided any work services or made efforts on behalf of or for the benefit of CompanyUpland, or related to the current or prospective business of Company Upland in anticipation of Consultant’s involvement with the CompanyUpland, that would have been “Services” if performed during the term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period: (i) Consultant received access to any information from or on behalf of the Company Upland that would have been “Confidential Information” (as defined below) if Consultant received access to such information during the term of this Agreement; or (ii) Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the CompanyUpland, or related to the current or prospective business of the Company Upland in anticipation of Consultant’s involvement with CompanyUpland, that would have been an “Invention” (as defined below) if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; or (b) incorporated into any such item any pre- existing invention, improvement, development, concept, discovery or other proprietary information that would have been a “Prior Invention” (as defined below) if incorporated into such item during the term of this Agreement; then any such information shall be deemed “Confidential Information” hereunder and any such item shall be deemed an “Invention” or “Prior Invention” hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.

Applicability to Past Activities. Consultant agrees that if and to the extent that Consultant provided any work services or made efforts on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of Consultant’s involvement with the Company, that would have been “Services” if performed during the term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period: (i) Consultant received access to any information from or on behalf of the Company that would have been “Confidential Information” (as defined below) if Consultant received access to such information during the term of this Agreement; or (ii) Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Consultant’s involvement with Company, that would have been an “Invention” (as defined below) Invention if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; or (b) incorporated into any such item any pre- pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a “Prior Invention” (as defined below) Invention if incorporated into such item during the term of this Agreement; then any such information shall be deemed “Confidential Information” Information hereunder and any such item shall be deemed an “Invention” Invention or “Prior Invention” Invention hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period. For avoidance of doubt, this Section 12.J would not apply to any prior employment or services with the Company, including as its former CFO and, as noted above, is not intended to supersede the terms and conditions of the Proprietary Information Agreement or any other such agreement with the Company in connection with such prior employment and services to the Company’s CFO, including any post-employment obligations thereunder.

Applicability to Past Activities. Consultant agrees that if and to the extent that Consultant provided any work services or made efforts on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of Consultant’s involvement with the Company, that would have been “Services” if performed during the term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period: (i) Consultant received access to any information from or on behalf of the Company that would have been “Confidential Information” (as defined below) if Consultant received access to such information during the term of this Agreement; or (ii) Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Consultant’s involvement with Company, that would have been an “Invention” (as defined below) Invention if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; or (b) incorporated into any such item any pre- pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a “Prior Invention” (as defined below) Invention if incorporated into such item during the term of this Agreement; then any such information shall be deemed “Confidential Information” Information hereunder and any such item shall be deemed an “Invention” Invention or “Prior Invention” Invention hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.. K. Protected Activity Not Prohibited. Consultant understands that nothing in this Agreement shall in any way limit or prohibit Consultant from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission (“Government Agencies”). Consultant understands that in connection with such Protected Activity, Consultant is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, Consultant agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information to any parties other than the Government Agencies. Consultant further understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Pursuant to the Defend Trade Secrets Act of 2016, Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. (signature page follows) EXHIBIT 10.1

Applicability to Past Activities. Consultant agrees that if and to the extent that Consultant provided any work services or made efforts on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of Consultant’s involvement with the Company, that would have been “Services” if performed during the term of this Consulting Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period: (i) Consultant received access to any information from or on behalf of the Company that would have been “Confidential Information” (as defined below) if Consultant received access to such information during the term of this Consulting Agreement; or (ii) Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Consultant’s involvement with Company, that would have been an “Invention” (as defined below) Invention if conceived, created, authored, invented, developed or reduced to practice during the term of this Consulting Agreement; or (b) incorporated into any such item any pre- pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a “Prior Invention” (as defined below) Invention if incorporated into such item during the term of this Consulting Agreement; then any such information shall be deemed “Confidential Information” Information hereunder and any such item shall be deemed an “Invention” Invention or “Prior Invention” Invention hereunder, and this Consulting Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Consulting Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.. (signature page follows)

Applicability to Past Activities. Consultant agrees that if If and to the extent that that, for a period of time prior to the Execution Date (the “Prior Consulting Period”), Provider or Consultant provided any work services or made efforts on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Consultant’s involvement with the Company, that would have been “Services” Services if performed during the term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting PeriodAgreement, and: (i) Provider/Consultant received access to any information from or on behalf of the Company that would have been “Confidential Information” (as defined below) Information if Provider/Consultant received access to such information during the term of this Agreement; or (ii) Provider/Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Consultant’s involvement with the Company, that would have been an “Invention” (as defined below) Invention if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; or (b) incorporated into any such item any pre- pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a “Prior Invention” (as defined below) if incorporated into such item during the term of this Agreementinformation; then any such information shall be deemed “Confidential Information” hereunder and any such item shall be deemed an “Invention” or “Prior Invention” hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.

Applicability to Past Activities. Consultant agrees that if and to the extent that Consultant provided any work services or made efforts on behalf of or for the benefit of Company, or related to the current or prospective business of Company after the Separation Date and prior to the Effective Date in anticipation of Consultant’s involvement with the Company, that would have been “Services” if performed during the term Term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period: (i) Consultant received access to any information from or on behalf of the Company that would have been “Confidential Information” (as defined below) if Consultant received access to such information during the term Term of this Agreement; or (ii) Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Consultant’s involvement with Company, that would have been an “Invention” (as defined below) Invention if conceived, created, authored, invented, developed or reduced to practice during the term Term of this Agreement; or (b) incorporated into any such item any pre- pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a “Prior Invention” (as defined below) Invention if incorporated into such item during the term Term of this Agreement; then any such information shall be deemed “Confidential Information” Information hereunder and any such item shall be deemed an “Invention” Invention or “Prior Invention” Invention hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term Term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.

Applicability to Past Activities. Consultant agrees that if and to the extent that Consultant provided any work services or made efforts on behalf of or for the benefit of Company, or related to the current or prospective business of Company under that certain Consulting Agreement by and between Consultant and Company dated as of December 18, 2015 (the “Prior Agreement”) or in anticipation of Consultant’s involvement with the Company, that would have been “Services” if performed during the term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period: (i) Consultant received access to any information from or on behalf of the Company that would have been “Confidential Information” (as defined below) if Consultant received access to such information during the term of this Agreement; or (ii) Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Consultant’s involvement with Company, that would have been an “Invention” (as defined below) if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; or (b) incorporated into any such item any pre- existing invention, improvement, development, concept, discovery or other proprietary information that would have been a “Prior Invention” (as defined below) if incorporated into such item during the term of this Agreement; then any such information shall be deemed “Confidential Information” hereunder and any such item shall be deemed an “Invention” or “Prior Invention” hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.

Applicability to Past Activities. Consultant Contractor agrees that if and to the extent that Consultant Contractor provided any work services or made efforts on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of ConsultantContractor’s involvement with the Company, that would have been “Services” if performed during the term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period: (i) Consultant Contractor received access to any information from or on behalf of the Company that would have been “Confidential Information” (as defined below) if Consultant Contractor received access to such information during the term of this Agreement; or (ii) Consultant Contractor (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of ConsultantContractor’s involvement with Company, that would have been an “Invention” (as defined below) Invention if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; , or (b) incorporated into any such item any pre- pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a “Prior Invention” (as defined below) Invention if incorporated into such item during the term of this Agreement; then any such information shall be deemed “Confidential Information” Information hereunder and any such item shall be deemed an “Invention” Invention or “Prior Invention” Invention hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant Contractor further acknowledges that Consultant Contractor has been fully compensated for all services provided during any such Prior Consulting Period.

Applicability to Past Activities. Consultant agrees The Company and I acknowledge that if and to the extent that Consultant provided any work I may have performed work, activities, services or made efforts on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Consultant’s my involvement with the Company, that would have been “Services” within the scope of my duties under this agreement if performed during the term of this Agreement, for a period of time prior to the Effective Date of this Agreement (the “Prior Consulting Period”) ). Accordingly, if and to the extent that that, during the Prior Consulting Period: (i) Consultant I received access to any information from or on behalf of the Company that would have been “Confidential Information” Information (as defined below) if Consultant I received access to such information during the term of this Agreement; or (ii) Consultant I (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Consultant’s my involvement with the Company, that would have been an “Invention” Invention (as defined below) if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; or (b) incorporated into any such item any pre- pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a “Prior Invention” Invention (as defined below) if incorporated into such item during the term of this Agreement; then any such information shall be deemed “Confidential Information” hereunder and any such item shall be deemed an “Invention” or “Prior Invention” hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period3.