Common use of Assignment of Developments Clause in Contracts

Assignment of Developments. (i) Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.

Assignment of Developments. (ia) Executive The Employee acknowledges and agrees that all developmentsideas, including, without limitation, the creation of new products, devicesmethods, inventions, discoveries, concepts, ideas, improvements, patentswork products, trademarksdevelopments, trade namessoftware, trade dressknow-how, service marksprocesses, copyrightstechniques, domain namesworks of authorship and other work product, trade secretswhether patentable or unpatentable, designs(i) that are reduced to practice, workscreated, reportsinvented, computer software designed, developed, contributed to, or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds improved with the use of any Company Group resources and/or within the scope of the foregoing, relating Employee’s work with the Company Group or that relate to the Business business, operations or future business actual or demonstrably anticipated research or development of the Company Group, and that Executiveare made or conceived by the Employee, alone solely or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practiceduring the Employment Term, or acquired during Executive’s employment with or as a result of Executive’s employment (ii) suggested by any work that the Employee performs in connection with the Company (collectivelyGroup, “Developments”) either while performing the Employee’s duties with the Company Group or on the Employee’s own time, but only insofar as the Inventions are being prepared by Executive related to the Employee’s work as an employee of or other service provider to the Company within Group, shall belong exclusively to the scope Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of Executive’s employment all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent Employee will surrender them upon the fact that the Developments are works made for hire is not effective to place ownership termination of the Developments and all rights therein to Employment Term, or upon the Company’s earlier request. The Employee irrevocably conveys, then Executive hereby solely, exclusively transfers and irrevocably assigns and transfers to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all of his rightcountries, title and interest in and whether during or subsequent to the Developments. Executive agrees Employment Term, together with the right to disclose to file, in the Employee’s name or in the name of the Company promptly (or its designee), applications for patents and fully all future Developments andequivalent rights (the “Applications”). The Employee will, at any time upon request during and at the expense of the Company, to execute, acknowledge and deliver subsequent to the Company Employment Term, make such applications, sign such papers, take all instruments that rightful oaths, and perform all other acts as may be requested from time to time by the Company shall prepare and to take any and all other actions that are necessary perfect, record, enforce, protect, patent or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of register the Company’s rights hereunderin the Inventions, including executing and delivering patent, trademark or copyright applications and instruments of assignment all without additional compensation to the Employee from the Company. The Employee will also execute assignments to the Company (or its designee) of the Applications, and enabling give the Company and its attorneys all reasonable assistance (including the giving of testimony) to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforceobtain the Inventions for the Company’s benefit, all patents, trademarks or copyrights covering without additional compensation to the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of Employee from the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with but entirely at the Company’s expense.

Assignment of Developments. (i) The Executive acknowledges and agrees that all developmentsDevelopments (as defined below) are works made for hire and shall remain the sole and exclusive property of the Bank, free of any reserved or other rights of any kind on the Executive’s part. The Executive hereby assigns to the Bank all of his rights, titles and interest in and to all such Developments, if any. The Executive agrees to disclose to the Bank promptly and fully all future Developments and, at any time upon request and at the expense of the Bank, to execute, acknowledge and deliver to the Bank all instruments that the Bank shall prepare, to give evidence and to take any and all other actions (including, without limitationamong other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable in the reasonable opinion of the Bank to enable it to file and prosecute applications for, and to acquire, maintain and enforce, all letters patent, trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Bank. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present or planned business of the Bank Group are the property of the Bank, and will be delivered to the Bank immediately upon the termination of the Executive’s employment with the Bank. “Developments” shall mean the creation of new products, devicesconferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, documentation and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business business or future business of the Company Bank Group that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s employment with or as a result of the Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the CompanyBank.

Assignment of Developments. 3.1 If at any time or times during my employment or other association with the Company, I shall (either alone or with others) make, conceive, create, discover, invent or reduce to practice any Development that (i) Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating relates to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, any customer of or supplier to the Company or any of the products or services being developed, reduced to practice, manufactured or acquired during Executive’s employment with or as a result of Executive’s employment with sold by the Company or which may be used in relation therewith; or (collectivelyii) results from tasks assigned to me by the Company; or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, “Developments”) leased or contracted for by the Company, then all such Developments and the benefits thereof are being prepared by Executive as an employee and shall immediately become the sole and absolute property of the Company within the scope of Executive’s employment and shall be considered its assigns, as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developmentsor otherwise. Executive agrees to I shall promptly disclose to the Company promptly (or any persons designated by it) each such Development. I hereby assign all rights (including, but not limited to, rights to inventions, patentable subject matter, copyrights and fully trademarks) I may have or may acquire in such Developments and all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others the same, all instruments that the Company shall prepare available information relating thereto (with all necessary plans and models) to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company. I will not dispute, contest or deny the Company’s ownership rights to evidence or effectuate all or any of such Developments during or after my employment with the Company. I will sign such documents and do such acts as may be reasonably necessary to accomplish such assignment, including to obtain, maintain, defend and enforce the Company’s rights hereunderto such Developments. I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, including executing to act on my behalf and delivering patent, trademark in my stead to execute and file any application for any U.S. or foreign patents or copyright applications registrations and instruments to do all other lawfully permitted acts to further the prosecution and issuance of assignment letters patent or copyright registrations covering any Development assigned to the Company and enabling the Company pursuant to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Companythis Section 3.1.

Assignment of Developments. The Executive represents that he will disclose promptly and fully to the Company and to no one else: (ia) Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patentsdiscoveries, trademarksworks modifications, trade namesprocesses, trade dresssoftware programs, service marksworks of authorship, copyrightsdocumentation, domain namesformulae, techniques, designs, methods, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, technical specifications and technical data, documentationknow-how and show-how, and writings and applications thereofconcepts, including all results and proceeds of expressions or other developments whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection) made, authored, devised, developed, discovered, reduced to practice, conceived or otherwise obtained by the foregoingExecutive (“Developments”), relating to the Business or future business of the Company that Executive, alone solely or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result the course of the Executive’s employment with the Company that (collectively, “Developments”i) are related to any of the products or services being prepared researched, developed, distributed, manufactured or sold by Company or which may be used in relation therewith or (ii) result from tasks assigned to the Executive as an employee by the Company; and (b) any Development made using the time, materials or facilities of Company, even if such Development does not relate to any of the products or services being researched, developed, distributed, manufactured or sold by the Company and may not be used in relation therewith. The Executive agrees that all such Developments listed above and the benefits thereof have been, are and shall immediately continue to become the sole and absolute property of the Company within the scope of Executive’s employment and shall be considered from conception, as “works made for hire” (as that term is used under the U.S. Copyright Act of 1976, as amended) or otherwise. The Executive has no interest in any Developments. To the extent that title to any Developments or any materials comprising or including any Developments does not, by operation of law, vest in the Company, the Executive hereby irrevocably assigns to the Company all of the Executive’s right, title and shall remain interest, including, without limitation, tangible and intangible rights such as patent rights, trademarks and copyrights, that the sole Executive has, may have or may acquire in and exclusive property to all such Developments, benefits and/or rights resulting therefrom, and agrees promptly to execute any further specific assignments related to such Developments, benefits and/or rights at the request of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein The Executive also hereby assigns to the Company, then or waives if not assignable, all of the Executive’s “moral rights” in and to all such Developments, and agrees promptly to execute any further specific assignments or waivers related to moral rights at the request of the Company. The Executive agrees to assist the Company without charge for as long thereafter as may be necessary: (1) to apply, obtain, register and renew for, and vest in, the Company’s benefit alone (unless the Company otherwise directs), patents, trademarks, copyrights, mask works, and other protection for such Developments in all countries, and (2) in any controversy or legal proceeding relating to Developments. In the event that the Company is unable to secure the Executive’s signature after reasonable effort in connection with any patent, trademark, copyright, mask work or other similar protection relating to a Development, the Executive hereby solelyirrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney-in-fact, exclusively to act for and irrevocably assigns on the Executive’s behalf and transfers stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights, mask works or other similar protection thereon with the same legal force and effect as if executed by the Executive. The parties acknowledge this Section may not apply to any Developments that qualify fully under Section 2870 of the California Labor Code. The Executive shall, however, disclose in writing by attaching to this Agreement a list of any Developments that the Executive believes meet the criteria of Section 2870 (indicating whether the Executive believes that such Developments are covered by Section 2870). The Company shall hold any such disclosure in confidence in accordance with the provisions of this Agreement. Attached hereto as Exhibit 1 is a list describing all inventions, discoveries, original works of authorship, developments, improvements, and trade secrets, which were conceived in whole or in part by the Executive prior to the Company Effective Date to which the Executive has any and all of his right, title or interest, which are subject to California Labor Code Section 2870 and interest in and which relate to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunderproposed business, including executing products, or research and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications fordevelopment (“Prior Inventions”). The items on Exhibit 1, and to acquireonly those items, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to excluded from the Company immediately upon the termination of Executive’s employment with the Companyrestrictions set forth in this Agreement.

Assignment of Developments. (i) Executive Employee acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business or future business of the Company that ExecutiveEmployee, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during ExecutiveEmployee’s employment with or as a result of ExecutiveEmployee’s employment with the Company (collectively, “Developments”) are being prepared by Executive Employee as an employee of the Company within the scope of ExecutiveEmployee’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on ExecutiveEmployee’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive Employee hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive Employee agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive Employee or made available to Executive Employee concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of ExecutiveEmployee’s employment with the Company.

Assignment of Developments. Employee has disclosed, and will disclose, promptly and fully to Employer and to no one else: (i) Executive acknowledges all inventions, ideas, improvements, discoveries, works modifications, processes, software programs, works of authorship, documentation, formulae, techniques, designs, methods, trade secrets, technical specifications and technical data, know-how and show-how, concepts, expressions or other developments whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection) made, authored, devised, developed, discovered, reduced to practice, conceived or otherwise obtained by Employee (collectively, together with all patent rights, copyrights, trade secret rights and other intellectual property rights, worldwide, and the right to xxx for present, past and future infringements thereof, the "Developments"), solely or jointly with others, during the course of Employee's employment with Employer (whether prior to or after the date of this Agreement) that (a) are related to the business of the Company or any of the products or services being researched, developed, distributed, manufactured or sold by the Company or which may be used in relation therewith or (b) result from tasks assigned to Employee by the Company; (ii) any Development that is related to the business of the Company and in which Employee had an assignable interest at the time of Employee's first employment by Employer; or (iii) any Development made using the time, materials or facilities of the Company, even if such Development does not relate to the business of the Company. The determination as to whether a Development is related to the business of the Company shall be made solely by an authorized representative of Employer. Any Development relating to the business of the Company and disclosed to the Company within one year following the termination of Employee's employment with Employer shall be deemed to fall within the provisions of this Section 5.02. The "business of the Company" as used in this Section 5.02 includes the actual business currently conducted by the Company, as well as any business conducted by the Company during the course of Employee's employment prior to the Commencement Date and any business in which the Company is actively engaged in the development of at any time during the period of Employee's employment. Employee agrees that, to the maximum extent possible, all such Developments listed above and the benefits thereof are and shall immediately become the sole and absolute property of Employer from conception, as "works made for hire" (as that term is used under the U.S. Copyright Act of 1976, as amended) or otherwise. Employee shall have no interest in any Developments. To the extent that title to any Developments or any materials comprising or including any Developments does not, by operation of law, vest in Employer, Employee hereby irrevocably assigns to Employer all developmentsof Employee's right, title and interest (including, without limitation, tangible and intangible rights such as patent rights, trademarks, copyrights and all other intellectual property rights, worldwide, and the creation right to xxx for present, past and future infringements thereof) that Employee may have or may acquire in and to all such Developments, benefits and/or rights resulting therefrom, and agrees promptly to execute any further specific assignments related to such Developments, benefits and/or rights at the request of new productsEmployer. Employee also hereby assigns to Employer, devicesor waives if not assignable, inventionsall of Employee's "moral rights" in and to all such Developments, discoveriesand agrees promptly to execute any further specific assignments or waivers related to moral rights at the request of Employer. Employee represents and warrants to Company that Employee has at no time assigned or otherwise transferred any interest in any Development (including, conceptsbut not limited to, ideasany Developments arising in connection with Employee's employment prior to the Commencement Date), improvementsto any third party, or granted any third party any license, permission, or other right with respect to any such Development, or permitted any lien, security interest or other encumbrance to be imposed on any such Development, or entered into any contract or other arrangement pursuant to which Employee has agreed to do any of the foregoing. Employee agrees to assist Employer without charge for so long as Employee is an employee of Employer and for as long thereafter as may be necessary (but at Employer's expense including reasonable compensation to Employee if Employee is no longer an employee of Employer): (1) to apply, obtain, register and renew for, and vest in, Employer's benefit alone (unless Employer otherwise directs), patents, trademarks, trade namescopyrights, trade dressmask works, service marksand other protection for such Developments in all countries, and (2) in any controversy or legal proceeding relating to Developments. In the event that Employer is unable to secure Employee's signature after reasonable effort in connection with any patent, trademark, copyright, mask work or other similar protection relating to a Development, Employee hereby irrevocably designates and appoints Employer and its duly authorized officers and agents as Employee's agent and attorney-in-fact, to act for and on Employee's behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights, domain names, trade secrets, designs, works, reports, computer software mask works or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment other similar protection thereon with the Company (collectively, “Developments”) are being prepared same legal force and effect as if executed by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the CompanyEmployee.

Assignment of Developments. Employee has disclosed, and will disclose, promptly and fully to Employer and to no one else: (i) Executive acknowledges all inventions, ideas, improvements, discoveries, works modifications, processes, software programs, works of authorship, documentation, formulae, techniques, designs, methods, trade secrets, technical specifications and technical data, know-how and show-how, concepts, expressions or other developments whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection) made, authored, devised, developed, discovered, reduced to practice, conceived or otherwise obtained by Employee (collectively, together with all patent rights, copyrights, trade secret rights and other intellectual property rights, worldwide, and the right to xxx for present, past and future infringements thereof, the "DEVELOPMENTS"), solely or jointly with others, during the course of Employee's employment with Employer (whether prior to or after the date of this Agreement) that (a) are related to the business of the Company or any of the products or services being researched, developed, distributed, manufactured or sold by the Company or which may be used in relation therewith or (b) result from tasks assigned to Employee by the Company; (ii) any Development that is related to the business of the Company and in which Employee had an assignable interest at the time of Employee's first employment by Employer; or (iii) any Development made using the time, materials or facilities of the Company, even if such Development does not relate to the business of the Company. The determination as to whether a Development is related to the business of the Company shall be made solely by an authorized representative of Employer. Any Development relating to the business of the Company and disclosed to the Company within one year following the termination of Employee's employment with Employer shall be deemed to fall within the provisions of this Section 5.02. The "BUSINESS OF THE COMPANY" as used in this Section 5.02 includes the actual business currently conducted by the Company, as well as any business conducted by the Company during the course of Employee's employment prior to the Original Agreement Date and any business in which the Company is actively engaged in the development of at any time during the period of Employee's employment. Employee agrees that, to the maximum extent possible, all such Developments listed above and the benefits thereof are and shall immediately become the sole and absolute property of Employer from conception, as "works made for hire" (as that term is used under the U.S. Copyright Act of 1976, as amended) or otherwise. Employee shall have no interest in any Developments. To the extent that title to any Developments or any materials comprising or including any Developments does not, by operation of law, vest in Employer, Employee hereby irrevocably assigns to Employer all developmentsof Employee's right, title and interest (including, without limitation, tangible and intangible rights such as patent rights, trademarks, copyrights and all other intellectual property rights, worldwide, and the creation right to xxx for present, past and future infringements thereof) that Employee may have or may acquire in and to all such Developments, benefits and/or rights resulting therefrom, and agrees promptly to execute any further specific assignments related to such Developments, benefits and/or rights at the request of new productsEmployer. Employee also hereby assigns to Employer, devicesor waives if not assignable, inventionsall of Employee's "moral rights" in and to all such Developments, discoveriesand agrees promptly to execute any further specific assignments or waivers related to moral rights at the request of Employer. Employee represents and warrants to Company that Employee has at no time assigned or otherwise transferred any interest in any Development (including, conceptsbut not limited to, ideasany Developments arising in connection with Employee's employment prior to the Original Agreement Date), improvementsto any third party, or granted any third party any license, permission, or other right with respect to any such Development, or permitted any lien, security interest or other encumbrance to be imposed on any such Development, or entered into any contract or other arrangement pursuant to which Employee has agreed to do any of the foregoing. Employee agrees to assist Employer without charge for so long as Employee is an employee of Employer and for as long thereafter as may be necessary (but at Employer's expense including reasonable compensation to Employee if Employee is no longer an employee of Employer): (1) to apply, obtain, register and renew for, and vest in, Employer's benefit alone (unless Employer otherwise directs), patents, trademarks, trade namescopyrights, trade dressmask works, service marksand other protection for such Developments in all countries, and (2) in any controversy or legal proceeding relating to Developments. In the event that Employer is unable to secure Employee's signature after reasonable effort in connection with any patent, trademark, copyright, mask work or other similar protection relating to a Development, Employee hereby irrevocably designates and appoints Employer and its duly authorized officers and agents as Employee's agent and attorney-in-fact, to act for and on Employee's behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights, domain names, trade secrets, designs, works, reports, computer software mask works or systems, flow charts, diagrams, procedures, data, documentation, other similar protection thereon with the same legal force and writings and applications thereof, including all results and proceeds of effect as if executed by Employee. Notwithstanding the foregoing, relating to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and this Section 5.02 shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and not cover Developments to the extent that California Labor Code Section 2870(a) prohibits the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developmentsassignment thereof. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereofSection 2870(a) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.provides as follows:

Assignment of Developments. (i) The Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or Developments (as a result of Executive’s employment with the Company (collectively, “Developments”defined below) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” hire and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on the Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then The Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his rightrights, title titles and interest in and to the all such Developments, if any. The Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare prepare, to give evidence and to take any and all other actions (including, among other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable, desirable in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, enable it to file and prosecute applications for, and to acquire, maintain, maintain and enforce, all patentsletters patent, trademarks trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present, present or planned business of the Company Group are the property of the Company, and shall will be delivered to the Company immediately upon the termination of the Executive’s employment with the Company. “Developments” shall mean the creation of new products, conferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, copyrights, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation 11 and writings and applications thereof, relating to the business or future business of the Company Group that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s employment with or as a result of the Executive’s employment with the Company.

Assignment of Developments. (ia) The Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devicesconferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, documentation and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business business or future business of the Company that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s employment with or as a result of the Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” hire and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on the Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then The Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his rightrights, title titles and interest in and to the all such Developments, if any. The Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare prepare, to give evidence and to take any and all other actions (including, among other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable, desirable in the reasonable opinion of the Company, Company to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to enable the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, maintain and enforce, all patentsletters patent, trademarks trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present, present or planned business of the Company are the property of the Company, and shall will be delivered to the Company immediately upon the termination of the Executive’s employment with the Company.

Assignment of Developments. (i) The Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devicesconferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, documentation and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business business or future business of the Company that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s employment with or as a result of the Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” hire and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on the Executive’s part. If and to a patent application or copyright registration is filed by the extent Executive or on the fact that Executive’s behalf during the Developments are works made for hire is not effective to place ownership Executive’s employment with the Company or within one (1) year after the Executive’s leaving the Company’s employ, describing a Development within the scope of the Developments and all rights therein Executive’s work for the Company or which otherwise relates to a portion of the business of the Company of which the Executive had knowledge during the Executive’s employment with the Company, then it is to be conclusively presumed that the Development was conceived by the Executive during the period of such employment. The Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his rightrights, title titles and interest in and to the all such Developments, if any. The Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare prepare, to give evidence and to take any and all other actions (including, among other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable, desirable in the reasonable opinion of the Company, Company to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to enable the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, maintain and enforce, all patentsletters patent, trademarks trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present, present or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of the Executive’s employment with the Company.

Assignment of Developments. (i) Executive Strategic Advisor acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business or future business of the Company that ExecutiveStrategic Advisor, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s Strategic Advisor's employment with or as a result of Executive’s Strategic Advisor's employment with the Company (collectively, . “Developments”) are being prepared by Executive Strategic Advisor as an employee of the Company within the scope of Executive’s Strategic Advisor's employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s Strategic Advisor's part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive Strategic Advisor hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive Strategic Advisor agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive Strategic Advisor or made available to Executive Strategic Advisor concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of ExecutiveStrategic Advisor’s employment with the Company.

Assignment of Developments. If at any time or times during his employment the Employee shall (ieither alone or with others) Executive acknowledges and agrees that all developmentsmake, includingconceive, without limitationdiscover or reduce to practice any invention, the creation of new productsmodification, devicesdiscovery, inventionsdesign, discoveriesdevelopment, conceptsimprovement, ideasprocess, improvementssoftware program, patentswork-of-authorship, trademarksdocumentation, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, proceduresformula, data, documentationtechnique, and writings and applications thereofknow-how, including all results and proceeds of the foregoing, relating secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called "Developments") that (a) relates to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, any of the products or services being developed, reduced manufactured, sold or provided by the Company or which may be used in relation therewith, (b) results from tasks assigned to practicethe Employee by the Company or (c) results from the use of premises or personal property (whether tangible or intangible) owned, leased or acquired during Executive’s employment with or as a result contracted for by the Company, such Developments and the benefits thereof shall immediately become the sole and absolute property of Executive’s employment with the Company and its assigns, and the Employee shall promptly disclose to the Company (collectively, “Developments”or any persons designated by it) are being prepared by Executive as an employee of each such Development and hereby assigns any rights the Employee may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company within and its assigns without further compensation and shall communicate, without cost or delay, and without publishing the scope same, all available information relating thereto (with all necessary documentation, plans and models) to the Company. Upon disclosure of Executive’s each Development to the Company, the Employee will, during his employment and shall be considered as “works made for hire” at any time thereafter, at the request and shall remain the sole and exclusive property cost of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Companysign, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge make and deliver to the Company do all instruments that the Company shall prepare such deeds, documents, acts and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to things as the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.its duly authorized agents may reasonably require:

Assignment of Developments. (ia) Executive acknowledges and agrees I understand that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software my employment duties may include inventing in areas directly or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating indirectly related to the Business or future business of the Company or to a line of business that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and may reasonably be interested in pursuing. All Work Product shall be considered as “works constitute work made for hire” and shall remain the sole and exclusive property . If (i) any of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works Work Product may not be considered work made for hire is not effective to place hire, or (ii) ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title title, and interest in and to the DevelopmentsWork Product will not vest exclusively in the Company, then, without further consideration, I assign all presently-existing Work Product to the Company, and agree to assign, and automatically assign, all future Work Product to the Company. Executive agrees (b) The Company will have the right to disclose obtain and hold in its own name copyrights, patents, design registrations and continuations thereof, proprietary database rights, trademarks, rights of publicity, and any other protection available in the Work Product. At the Company’s request, I agree to perform, during or after my employment with the Company, any acts to transfer, perfect and defend the Company’s ownership of the Work Product, including, but not limited to: (i) executing all documents (including a formal assignment to the Company) for filing an application or registration for protection of the Work Product (an “Application”), (ii) explaining the nature of the Work Product to persons designated by the Company, (iii) reviewing Applications and other related papers, or (iv) providing any other assistance reasonably required for the orderly prosecution of Applications. I agree to provide the Company with a written description of any Work Product in which I am involved (solely or jointly with others) and the circumstances surrounding the creation of such Work Product. (c) During my employment and after my employment with the Company ends, I grant to the Company promptly an irrevocable, nonexclusive, worldwide, royalty-free license to: (i) make, use, sell, copy, perform, display, distribute, or otherwise utilize copies of the Licensed Materials, (ii) prepare, use and fully all future Developments anddistribute derivative works based upon the Licensed Materials, at and (iii) authorize others to do the same. I will notify the Company in writing of any time upon request and at Licensed Materials I deliver to the expense Company. (d) For purposes of this Agreement, the following definitions shall apply: (i) “Licensed Materials” means any materials that I utilize for the benefit of the Company, to execute, acknowledge and or deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereundercustomers, which (i) do not constitute Work Product, (ii) are created by me or of which I am otherwise in lawful possession, and (iii) I may lawfully utilize for the benefit of, or distribute to, the Company or the Company’s customers. (ii) “Work Product” means (a) any data, databases, materials, documentation, computer programs, inventions (whether or not patentable), designs, and/or works of authorship, including executing but not limited to, discoveries, ideas, concepts, properties, formulas, compositions, methods, programs, procedures, systems, techniques, products, improvements, innovations, writings, pictures, audio, video, images of me, and delivering artistic works, and (b) any subject matter protected under patent, trademark copyright, proprietary database, trademark, trade secret, rights of publicity, confidential information, or copyright applications and instruments of assignment to other property rights, including all worldwide rights therein, that is or was conceived, created or developed in whole or in part by me while employed by the Company and enabling that either (i) is created within the Company to file instruments scope of assignment formy employment, to file and prosecute applications for(ii) is based on, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, presentresults from, or planned is suggested by any work performed within the scope of my employment and is directly or indirectly related to the business of the Company are or a line of business that the property of Company may reasonably be interested in pursuing, (iii) has been or will be paid for by the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with or (iv) was created or improved in whole or in part by using the Company’s time, resources, data, facilities, or equipment. 3.

Assignment of Developments. If at any time or times during his employment the Employee shall (ieither alone or with others) Executive acknowledges and agrees that all developmentsmake, includingconceive, without limitationdiscover or reduce to practice any invention, the creation of new productsmodification, devicesdiscovery, inventionsdesign, discoveriesdevelopment, conceptsimprovement, ideasprocess, improvementssoftware program, patentswork-of-authorship, trademarksdocumentation, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, proceduresformula, data, documentationtechnique, and writings and applications thereofknow-how, including all results and proceeds of the foregoing, relating secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called "Developments") that (a) relates to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, any customer of or supplier to the Company or any of the products or services being developed, reduced manufactured, sold or provided by the Company or which may be used in relation therewith, (b) results from tasks assigned to practicethe Employee by the Company or (c) results from the use of premises or personal property (whether tangible or intangible) owned, leased or acquired during Executive’s employment with or as a result contracted for by the Company, such Developments and the benefits thereof shall immediately become the sole and absolute property of Executive’s employment with the Company and its assigns, and the Employee shall promptly disclose to the Company (collectively, “Developments”or any persons designated by it) are being prepared by Executive as an employee of each such Development and hereby assigns any rights the Employee may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company within and its assigns without further compensation and shall communicate, without cost or delay, and without publishing the scope same, all available information relating thereto (with all necessary documentation, plans and models) to the Company. Upon disclosure of Executive’s each Development to the Company, the Employee will, during his employment and shall be considered as “works made for hire” at any time thereafter, at the request and shall remain the sole and exclusive property cost of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Companysign, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge make and deliver to the Company do all instruments that the Company shall prepare such deeds, documents, acts and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to things as the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.its duly authorized agents may reasonably require:

Assignment of Developments. (ia) The Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devicesconferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, documentation and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business business or future business of the Company that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s employment with or as a result of the Executive’s employment with the Company (collectively, “Developments”” ) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” hire and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on the Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then The Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his rightrights, title titles and interest in and to the all such Developments, if any. The Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare prepare, to give evidence and to take any and all other actions (including, among other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable, desirable in the reasonable opinion of the Company, Company to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to enable the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, maintain and enforce, all patentsletters patent, trademarks trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present, present or planned business of the Company are the property of the Company, and shall will be delivered to the Company immediately upon the termination of the Executive’s employment with the Company.. exhibit 10.41

Assignment of Developments. (ia) The Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devicesconferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, documentation and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business business or future business of the Company that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s employment with or as a result of the Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” hire and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on the Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then The Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his righther rights, title titles and interest in and to the all such Developments, if any. The Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare prepare, to give evidence and to take any and all other actions (including, among other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable, desirable in the reasonable opinion of the Company, Company to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to enable the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, maintain and enforce, all patentsletters patent, trademarks trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present, present or planned business of the Company are the property of the Company, and shall will be delivered to the Company immediately upon the termination of the Executive’s employment with the Company.

Assignment of Developments. (a) If: (i) Executive acknowledges and agrees at any time or times during my employment, I shall (either alone or with others) make, conceive, create, discover, invent or reduce to practice (in whole or in part) any Development (as defined herein) that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating (A) relates to the Business actual, conceived, anticipated or future business proposed business, research or development of the Company that Executiveor any customer of or supplier to the Company or any of the products or services being developed, manufactured or sold by the Company or which may be used in relation therewith; or (B) results from tasks assigned to me by the Company; or (C) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company (including any Confidential Information) ; or (ii) at any time or times prior to my employment I (either alone or jointly with others, has discovered, suggested) made, conceived, created, madediscovered, developedinvented, or reduced to practice, practice (in whole or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”in part) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Companysuch Development, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest relating to all such Developments (including Developments under subsection (i) and (ii) of this Section 2(a)) are and shall immediately become the sole and absolute property of the Company and its assigns, as works made for hire or otherwise. I hereby assign and agree to assign all right, title and interest (including, but not limited to, rights to inventions, patentable subject matter, mask work rights, copyrights, trade secrets and trademarks) in such Developments (including all intellectual property rights embodied therein) and all benefits and/or rights resulting therefrom to the DevelopmentsCompany and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to the Company. Executive agrees to I shall promptly disclose to the Company promptly and fully all future Developments and, at (or any time upon request and at persons designated by it) each such Development. If I use or disclose my own or any third party’s confidential information or intellectual property when acting within the expense scope of my employment or otherwise on behalf of the Company, or if any Development assigned hereunder cannot be fully made, conceived or reduced to executepractice without violating or infringing any intellectual property rights, acknowledge and deliver to the Company all instruments that will have and I hereby grant the Company shall prepare a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable, transferable right and license to take freely exploit all such confidential information, intellectual property and/or intellectual property rights. I will not use or disclose any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all my own or any of third party’s confidential information or intellectual property for which I do not have the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment right to grant the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Companyforegoing license.

Assignment of Developments. (i) a)The Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devicesconferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, documentation and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business business or future business of the Company that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s 's employment with or as a result of the Executive’s 's employment with the Company (collectively, “Developments”" Developments ") are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” hire and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on the Executive’s 's part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then The Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his rightrights, title titles and interest in and to the all such Developments, if any. The Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare prepare, to give evidence and to take any and all other actions (including, among other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable, desirable in the reasonable opinion of the Company, Company to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to enable the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, maintain and enforce, all patentsletters patent, trademarks trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present, present or planned business of the Company are the property of the Company, and shall will be delivered to the Company immediately upon the termination of the Executive’s 's employment with the Company.

Assignment of Developments. In the event that, at any time or times during the Consulting Period, Consultants (either alone or with others) make, conceive, discover or reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, secret or intellectual property right whatsoever or any interest therein, whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection (each, a “Development”), that (i) Executive acknowledges relates to the actual or anticipated business of the Company or any of the products or services being developed, manufactured or sold by the Company or which may be used in relation therewith, (ii) results from tasks assigned to Consultants by the Company, whether or not during normal business hours, or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and agrees that the benefits thereof shall immediately become the sole and absolute property of the Company and its assigns. Consultant and each Representative, as applicable, shall promptly disclose to the Company (or any persons designated by it) each such Development, and Consultant and each Representative hereby assigns any rights it may have or acquire in the Developments and the benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without publishing the same, all developmentsavailable information relating thereto (with all necessary plans and models) to the Company. To the fullest extent permitted by law, such Developments shall be deemed works made for hire. Consultant and each Representative shall, at the request of the Company but at no expense to Consultant or either Representative, at any time during or after the Consulting Period, sign all instruments and documents reasonably requested by the Company and otherwise cooperate with the Company to protect its rights to any and all such Developments, including, without limitation, the creation of new productsapplying for, devices, inventions, discoveries, concepts, ideas, improvements, obtaining and enforcing patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software copyrights or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of analogous protections thereon in such countries throughout the foregoing, relating to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or world as a result of Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and determine. In the event the Company is unable, after reasonable effort, to take secure the signature of an authorized party for Consultant or either Representative on any and all other actions that are document reasonably necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or appropriate for any of the Company’s rights hereunderforegoing purposes, including executing for any reason whatsoever, Consultant and delivering patent, trademark or copyright applications each Representative hereby irrevocably designates and instruments of assignment to appoints the Company and enabling the Company to file instruments of assignment forits duly authorized officers and agents as Consultant’s and each Representative’s agent and attorney-in-fact, to act on its behalf to execute and file and prosecute applications for, any such document and to acquiredo all other lawfully permitted acts to further the prosecution and issuance of any such patent, maintain, copyright and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which other analogous protection with the same are deemed necessary legal force and effect as if executed by the Company. All dataConsultant or such Representative, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Companyas applicable.

Assignment of Developments. The Executive represents that he will disclose promptly and fully to the Company and to no one else: (ia) Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patentsdiscoveries, trademarksworks modifications, trade namesprocesses, trade dresssoftware programs, service marksworks of authorship, copyrightsdocumentation, domain namesformulae, techniques, designs, methods, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, technical specifications and technical data, documentationknow-how and show-how, and writings and applications thereofconcepts, including all results and proceeds of expressions or other developments whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection) made, authored, devised, developed, discovered, reduced to practice, conceived or otherwise obtained by the foregoingExecutive (“Developments”), relating to the Business or future business of the Company that Executive, alone solely or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result the course of the Executive’s employment with the Company that (collectively, “Developments”i) are related to any of the products or services being prepared researched, developed, distributed, manufactured or sold by Company or which may be used in relation therewith or (ii) result from tasks assigned to the Executive as an employee by the Company; and (b) any Development made using the time, materials or facilities of Company, even if such Development does not relate to any of the products or services being researched, developed, distributed, manufactured or sold by the Company and may not be used in relation therewith. The Executive agrees that all such Developments listed above and the benefits thereof have been, are and shall immediately continue to become the sole and absolute property of the Company within the scope of Executive’s employment and shall be considered from conception, as “works made for hire” (as that term is used under the U.S. Copyright Act of 1976, as amended) or otherwise. The Executive has no interest in any Developments. To the extent that title to any Developments or any materials comprising or including any Developments does not, by operation of law, vest in the Company, the Executive hereby irrevocably assigns to the Company all of the Executive’s right, title and shall remain interest, including, without limitation, tangible and intangible rights such as patent rights, trademarks and copyrights, that the sole Executive has, may have or may acquire in and exclusive property to all such Developments, benefits and/or rights resulting therefrom, and agrees promptly to execute any further specific assignments related NAI-1537130185v7 to such Developments, benefits and/or rights at the request of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein The Executive also hereby assigns to the Company, then or waives if not assignable, all of the Executive’s “moral rights” in and to all such Developments, and agrees promptly to execute any further specific assignments or waivers related to moral rights at the request of the Company. The Executive agrees to assist the Company without charge for as long thereafter as may be necessary: (1) to apply, obtain, register and renew for, and vest in, the Company’s benefit alone (unless the Company otherwise directs), patents, trademarks, copyrights, mask works, and other protection for such Developments in all countries, and (2) in any controversy or legal proceeding relating to Developments. In the event that the Company is unable to secure the Executive’s signature after reasonable effort in connection with any patent, trademark, copyright, mask work or other similar protection relating to a Development, the Executive hereby solelyirrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agents and attorneys-in-fact, exclusively to act for and irrevocably assigns on the Executive’s behalf and transfers stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights, mask works or other similar protection thereon with the same legal force and effect as if executed by the Executive. The parties acknowledge this Section may not apply to any Developments that qualify fully under Section 2870 of the California Labor Code. The Executive shall, however, disclose in writing by attaching to this Agreement a list of any Developments that the Executive believes meet the criteria of Section 2870 (indicating whether the Executive believes that such Developments are covered by Section 2870). The Company shall hold any such disclosure in confidence in accordance with the provisions of this Agreement. Attached hereto as Exhibit 1 is a list describing all inventions, discoveries, original works of authorship, developments, improvements, and trade secrets, which were conceived in whole or in part by the Executive prior to the Company date hereof to which the Executive has any and all of his right, title or interest, which are subject to California Labor Code Section 2870 and interest in and which relate to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunderproposed business, including executing products, or research and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications fordevelopment. The items on Exhibit 1, and to acquireonly those items, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to excluded from the Company immediately upon the termination of Executive’s employment with the Companyrestrictions set forth in this Agreement.

Assignment of Developments. (i) Executive acknowledges I will make full and agrees that prompt disclosure to the Company of all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, conceptsdesigns, ideasdevelopments, methods, modifications, improvements, patentsprocesses, trademarksalgorithms, trade namesdatabases, trade dresscomputer programs, service marksformulae, copyrights, domain namestechniques, trade secrets, designs, works, reports, computer software graphics or systems, flow charts, diagrams, procedures, data, documentationimages, and writings audio or visual works and applications thereofother works of authorship (collectively “Developments”), including all results and proceeds of the foregoingwhether or not patentable or copyrightable, relating that are created, made, conceived or reduced to the Business or future business of the Company that Executive, practice by me (alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, ) or acquired under my direction during Executive’s employment with or as the period of my employment. I acknowledge that all work performed by me is on a result of Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made work for hire” basis, and shall remain the sole I hereby do assign and exclusive property of the Companytransfer and, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works any such assignment cannot be made for hire is not effective to place ownership of the Developments at present, will assign and all rights therein to the Companytransfer, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and its successors and assigns all of his my right, title and interest in and all Developments that (a) relate to the Developments. Executive agrees to disclose to business of the Company promptly and fully all future Developments and, at or any time upon request and at the expense customer or client of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunderproducts or services being researched, including executing and delivering patentdeveloped, trademark or copyright applications and instruments of assignment to provided by the Company and enabling the Company or which may be used with such products or services; or (b) result from tasks assigned to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary me by the Company. All data; or (c) result from the use of premises or personal property (whether tangible or intangible) owned, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made leased or compiled contracted for by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and all related patents, patent applications, trademarks and trademark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions. This obligation to disclose and assignment shall be delivered given effect regardless of whether such Developments were created, conceived, developed, or reduced to practice during normal working hours or at the request of the Company immediately upon or before or after the termination execution of Executive’s employment this Agreement. While employed with the Company and at all times thereafter, I shall do all things, and execute all documents, including applications for patents, copyrights, and trademarks, and for renewals, extensions, and divisions thereof, that the Company may request to create, enforce or evidence the Company’s rights to any Developments. If the Company is unable for any reason whatsoever to obtain my signature or assistance, I irrevocably appoint the Company, and each of its officers, as my agent and attorney-in-fact, with full power of substitution, to sign, execute, and file in my name and on my belalf, any document required to prosecute or apply for any foreign or United States patent, copyright, trademark, or other proprietary protection, including renewals, extensions, and divisions, and to do all other lawful acts to further the issuance or prosecution of a patent, copyright, trademark, or other proprietary protection, all with the same legal force and effect as if done or executed by me.

Assignment of Developments. (ia) Executive acknowledges and agrees that all developmentsIf at any time or times during Employee’s employment, includingEmployee shall (either alone or with others) make, without limitationconceive, the creation discover or reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work of new productsauthorship, devicesdocumentation, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, proceduresformulae, data, documentationtechnique, and writings and applications thereofknow-how, including all results and proceeds secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called “Developments”) that relate to the Company’s Business or any of the foregoingproducts or services being developed, relating to manufactured or sold by the Business Company or future business that may be used in relation therewith, such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company that Executiveand its assigns, alone and Employee shall promptly disclose to the Company each such Development. Employee hereby assigns any rights Employee may have or jointly with othersacquire in the Developments and benefits and/or rights resulting there from to the Company and its assigns without further compensation and shall communicate, has discoveredwithout cost or delay, suggestedand without publishing the same, conceived, created, made, developed, reduced all available information relating thereto to practice, or acquired the Company. Employee further agrees to execute any instruments and to do all other things reasonably requested by the Company (both during Executive’s employment with or as a result of Executiveand after Employee’s employment with the Company (collectively, “Developments”Company) are being prepared by Executive as an employee of in order to more fully vest in the Company within the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved all ownership rights in those items hereby or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein thereby transferred by Employee to the Company. In the event the Company is unable for any reason, then Executive after reasonable effort, to secure Employee’s signature on any document needed in connection with the actions specified in this Section, Employee hereby solelyirrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney in fact, exclusively which appointment is coupled with an interest, to act for and irrevocably assigns in Employee’s behalf to execute, verify and transfers file any such documents and to perform all other lawfully permitted acts to further the purposes of such section with the same legal force and effect as if executed by Employee. Employee hereby waives and quitclaims to the Company any and all claims, of his rightany nature whatsoever, title and interest in and which Employee now or may hereafter have for infringement of any Development assigned hereunder to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company.

Assignment of Developments. (ia) The Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devicesconferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, documentation and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business business or future business of the Company that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s 's employment with or as a result of the Executive’s 's employment with the Company (collectively, “"Developments”") are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” hire and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on the Executive’s 's part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then The Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his rightrights, title titles and interest in and to the all such Developments, if any. The Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare prepare, to give evidence and to take any and all other actions (including, among other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable, desirable in the reasonable opinion of the Company, Company to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to enable the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, maintain and enforce, all patentsletters patent, trademarks trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present, present or planned business of the Company are the property of the Company, and shall will be delivered to the Company immediately upon the termination of the Executive’s 's employment with the Company.