Common use of Assignment of Intellectual Property Clause in Contracts

Assignment of Intellectual Property. During the duration of this Agreement and for two years thereafter, Employee may, either alone or with others, during working hours or not, develop Intellectual Property, which may be protectable by patent, trademark or copyright law. Employee agrees that as consideration for this Agreement, Company will solely own all Intellectual Property and all Intellectual Property will be considered “work made for hire.” If by operation of law or otherwise, any Intellectual Property is not “work made for hire” or if ownership of all right, title, and interest in the Intellectual Property does not vest exclusively in Company, Employee hereby irrevocably assigns, to Company its successors and assigns, Employee’s entire right, title, and interest in and to all Intellectual Property including all patents, applications, trademarks, and copyrights. Employee agrees that such assignment is supported by adequate consideration under this Agreement. Employee agrees to disclose promptly and fully to the Company all Intellectual Property and to advise Company’s president or designated intellectual property manager of all Intellectual Property. Employee shall also keep and maintain adequate and current written records of all such Intellectual Property describing its nature, use, and operation. Records shall be in the form of notes, sketches and drawings or reports relating thereto, and will be the property of, and available to, the Company at all times. Concepts, copyrights, and inventions which do not relate, directly or indirectly to Company’s business or which Employee developed independent of his association with Company or Company’s business and on his own without use of Company’s time, resources, equipment or Confidential Information are expressly excluded from “works made for hire.” Any inventions owned by Employee prior to the Effective Date are enumerated in Appendix B hereto and are excluded from Employee's obligations under this Agreement. If not listed, the Parties agree that it shall be conclusively presumed that any relevant Intellectual Property which may have been listed, whether completed or not, at the execution of this Agreement, were not listed because they are agreed to belong exclusively to Company. Employee will promptly deliver all Intellectual Property to Company and at the request of the Company, will execute and deliver all proper assignments thereto.

Assignment of Intellectual Property. During (a) Employee agrees to and hereby does grant and assign to the duration Company any interest in and all rights and title to (including, without limitation, rights to patents, copyrights and all other proprietary interests) any and all inventions, original works of this Agreement and for two years thereafterauthorship, developments, concepts, improvements, designs, discoveries, software, source code, object code, creations, developments, ideas, or trade secrets that Employee may, (either alone or with others) makes, creates, conceives, invents, discovers, develops, or reduces to practice during working hours the Employment Period under the Employment Agreement that (i) relates to the business of the Company or notthe Company’s actual or demonstrably anticipated research or development, develop (ii) results from any work Employee performed for the Company, or (iii) results from the use of the Company’s time, equipment, supplies, facilities, property, trade secrets or other Confidential Information (“Intellectual Property, which may ”). Any such assignment of Intellectual Property shall occur regardless whether or not it is patentable or registrable under copyright or similar statutes or subject to analogous protection. Any such assignment shall be protectable by patent, trademark or copyright lawwithout additional compensation to Employee. Employee agrees acknowledges that as consideration for this Agreementhe has and shall have no intellectual property or other right, Company title or interest in or to any such Intellectual Property. Employee will solely own all promptly disclose and deliver such Intellectual Property to the Company and, at the request of and without charge to the Company, Employee will do all Intellectual Property will things deemed by the Company to be considered “work made for hire.” If by operation of law or otherwise, any Intellectual Property is not “work made for hire” or if ownership of all right, title, and interest in reasonably necessary to perfect title to the Intellectual Property does not vest exclusively in the Company and to assist in obtaining for the Company such patents, copyrights or other protection as may be provided under law and desired by the Company, including, without limitation, executing and signing any and all relevant applications, assignments, or other instruments. Employee further agrees to provide, at the Company’s request, declarations and affidavits and to give testimony, in depositions, hearings, or trials, in support of any of the Company’s rights hereunder. These obligations continue even after any termination of the employment relationship. In the event the Company is unable, after reasonable effort, to secure Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright or other right or protection, for any reason whatsoever, Employee hereby irrevocably assigns, designates and appoints the Company and its duly authorized officers and agents as his agent and attorney-in-fact to Company its successors act for and assigns, Employee’s entire right, title, on his behalf to execute and interest in file any such application or other document and to do all Intellectual Property including all other lawfully permitted acts to further the prosecution and issuance of patents, applications, trademarks, and copyrights. Employee agrees that such assignment is supported by adequate consideration under this Agreement. Employee agrees to disclose promptly and fully to the Company all Intellectual Property and to advise Company’s president or designated intellectual property manager of all Intellectual Property. Employee shall also keep and maintain adequate and current written records of all such Intellectual Property describing its nature, use, and operation. Records shall be in the form of notes, sketches and drawings or reports relating thereto, and will be the property of, and available to, the Company at all times. Concepts, copyrights, or similar protections thereon with the same legal force and inventions which do not relate, directly or indirectly to Company’s business or which Employee developed independent of his association with Company or Company’s business and on his own without use of Company’s time, resources, equipment or Confidential Information are expressly excluded from “works made for hireeffect as if executed by his.” Any inventions owned by Employee prior to the Effective Date are enumerated in Appendix B hereto and are excluded from Employee's obligations under this Agreement. If not listed, the Parties agree that it shall be conclusively presumed that any relevant Intellectual Property which may have been listed, whether completed or not, at the execution of this Agreement, were not listed because they are agreed to belong exclusively to Company. Employee will promptly deliver all Intellectual Property to Company and at the request of the Company, will execute and deliver all proper assignments thereto.

Assignment of Intellectual Property. During All concepts, designs, machines, devices, uses, processes, models, technology, trade secrets, works of authorship, customer lists, plans, embodiments, inventions, improvements or related work product (collectively “Intellectual Property”) that Employee has developed or develops, has conceived or conceives or first reduces to practice during the duration term of this Agreement and for two years thereafterhis employment with Safeco, Employee may, either whether working alone or with others, during working hours or not, develop Intellectual Property, which may shall be protectable by patent, trademark or copyright law. Employee agrees that as consideration for this Agreement, Company will solely own all Intellectual Property the sole and all Intellectual Property will be considered “work made for hire.” If by operation exclusive property of law or otherwise, any Intellectual Property is not “work made for hire” or if ownership of all right, title, and interest in the Intellectual Property does not vest exclusively in Company, Employee hereby irrevocably assigns, to Company its successors and assigns, Employee’s entire right, title, and interest in Safeco (and to all Intellectual Property including all patents, applications, trademarks, and copyrights. Employee agrees that such assignment is supported the fullest extent permitted by adequate consideration under this Agreement. Employee agrees to disclose promptly and fully to the Company all Intellectual Property and to advise Company’s president or designated intellectual property manager of all Intellectual Property. Employee shall also keep and maintain adequate and current written records of all such Intellectual Property describing its nature, use, and operation. Records law shall be in the form of notes, sketches and drawings or reports relating thereto, and will be the property of, and available to, the Company at all times. Concepts, copyrights, and inventions which do not relate, directly or indirectly to Company’s business or which Employee developed independent of his association with Company or Company’s business and on his own without use of Company’s time, resources, equipment or Confidential Information are expressly excluded from deemed “works made for hire.” Any inventions owned by under federal copyright law), together with any and all Intellectual Property rights, including, without limitation, patent or copyright rights, related thereto, and Employee prior hereby assigns to the Effective Date are enumerated in Appendix B hereto Safeco all of such Intellectual Property. “Intellectual Property” shall include only such concepts, designs, machines, devices, uses, processes, technology, trade secrets, customer lists, plans, embodiments, inventions, improvements and are excluded from work product which (a) relate to Employee's obligations ’s performance of services under this Agreement. If not listed, the Parties agree that it shall be conclusively presumed that any relevant Intellectual Property which may have been listedto Safeco’s field of business or to Safeco’s actual or demonstrably anticipated research or development, whether completed or notnot developed, at conceived or first reduced to practice during normal business hours or with the execution use of any equipment, supplies, facilities or trade secret information or other resource of Safeco or (b) are developed in whole or in part on Safeco’s time or developed using Safeco’s equipment, supplies, facilities or trade secret information, or other resources of Safeco, whether or not the work product relates to Safeco’s field of business or Safeco’s actual or demonstrably anticipated research. The provisions of this AgreementSection 7.2 do not apply to any inventions for which no Safeco equipment, supplies, facilities, or trade secret information was used and that were not listed because they are agreed developed entirely on Employee’s own time, unless: (i) the invention relates directly to belong exclusively Safeco’s business; (ii) the invention relates directly to CompanySafeco’s actual or demonstrably anticipated research or development; or (iii) the invention results from any work Employee performed for Safeco. Employee will promptly deliver all Intellectual Property This constitutes notice pursuant to Company and at the request Revised Code of the Company, will execute and deliver all proper assignments theretoWashington Section 49.44.140.

Assignment of Intellectual Property. During I agree that I will promptly make full written disclosure to the duration Company, will hold in trust for the sole right and benefit of this Agreement the Company, and hereby assign to the Company, or its designee, all my right, title and interest in and to any original works of authorship (including, without limitation, any copyrights and renewals or extensions thereto relating to the same, including, all rights to reproduce in copies, to prepare derivative works, and to distribute copies to the public by sale or other transfer of ownership), that I submit and invoice for two years thereafter, Employee may, either alone or with others, during working hours or not, develop Intellectual Property, which may be protectable by patent, trademark or copyright lawpayment to the Company. Employee agrees that as consideration for this Agreement, Company will solely own all Intellectual Property and all The Intellectual Property will be considered “work the sole and exclusive property of the Company. I further acknowledge that all original works of authorship that are made by me (solely or jointly with others) and submitted and invoiced for payment to the Company are protectable by copyright are "works made for hire.” If by operation of law or otherwise, ," as that term is defined in the United States Copyright Act. To the extent that any Intellectual Property is not “deemed to be work made for hire” or if ownership of , then I will and hereby do assign all my right, title, title and interest in such Intellectual Property to the Company. Copyright and Other Registrations. I agree to assist the Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in the Intellectual Property does not vest exclusively and any copyrights, trademarks, domain names or other intellectual property rights relating thereto in Companyany and all countries, Employee hereby irrevocably assignsincluding the disclosure to the Company of all pertinent information and data with respect thereto and the execution of all applications, specifications, oaths, assignments and other instruments that the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company and its successors successors, assigns and assigns, Employee’s entire nominees the sole and exclusive right, title, title and interest in and to all such Intellectual Property including all patents, applicationsand any copyrights, trademarks, and copyrightsdomain names or other intellectual property rights relating thereto. Employee agrees I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such assignment is supported by adequate consideration under instrument or papers shall continue after the termination of this Agreement. Employee agrees to disclose promptly and fully to the Company all Intellectual Property and to advise Company’s president or designated intellectual property manager of all Intellectual Property. Employee shall also keep and maintain adequate and current written records of all such Intellectual Property describing its nature, use, and operation. Records shall be in the form of notes, sketches and drawings or reports relating thereto, and will be the property of, and available to, the Company at all times. Concepts, copyrights, and inventions which do not relate, directly or indirectly to Company’s business or which Employee developed independent of his association with Company or Company’s business and on his own without use of Company’s time, resources, equipment or Confidential Information are expressly excluded from “works made for hire.” Any inventions owned by Employee prior to the Effective Date are enumerated in Appendix B hereto and are excluded from Employee's obligations under this Agreement. If not listedthe Company is unable because of my mental or physical incapacity or for any other reason to secure my assistance in perfecting the rights transferred in this Intellectual Property Agreement, then I hereby irrevocably designate and appoint the Parties agree that it Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters copyright or other intellectual property registrations with the same legal force and effect as if executed by me. The designation and appointment of the Company and its duly authorized officers and agents as my agent and attorney in fact shall be conclusively presumed that any relevant Intellectual Property which may have been listed, whether completed or not, at the execution of this Agreement, were not listed because they are agreed deemed to belong exclusively to Company. Employee will promptly deliver all Intellectual Property to Company be coupled with an interest and at the request of the Company, will execute and deliver all proper assignments theretotherefore irrevocable.

Assignment of Intellectual Property. During To the duration fullest extent permitted by the laws of this Agreement the State of Florida, and for two years thereafterthe Copyright Act, Employee may, either alone or with others, during working hours or not, develop Intellectual Property, which may be protectable by patent, trademark or copyright law. Employee Chairman agrees that as consideration for this Agreement, Company will solely own all Intellectual Property and all Intellectual Property will be considered “work made for hire.” If by operation of law or otherwise, any Intellectual Property is not “work made for hire” or if ownership of all right, title, and interest in the Intellectual Property does not vest exclusively in Company, Employee hereby irrevocably assigns, to Company its successors and assigns, Employee’s entire right, title, and interest in and to any and all Intellectual Property including all patentsinventions, applicationsoriginal works of authorship, developments, concepts, improvements, designs, discoveries, ideas, know-how, trademarks, and copyrightstrade secrets, whether or not patentable or registrable under copyright or similar laws, that Chairman may have solely or jointly authored, conceived, developed, or reduced to practice during the period of time he provided services to the Company, Recall, or any affiliate, subsidiary, or predecessor corporation of the Company (including during his off-duty hours), or with the use of the Company’s, Recall’s, or any affiliate’s, subsidiary’s, or predecessor corporation’s equipment, supplies, facilities, or Confidential Information (collectively, “Inventions”), are the sole property of the Company. Employee agrees that such assignment is supported by adequate consideration under this Agreement. Employee Chairman also agrees to disclose promptly assign, and hereby irrevocably assigns fully to the Company Company, all Intellectual Property of Chairman’s right, title and interest in and to advise Inventions. Chairman further acknowledges that all original works of authorship that are made by Chairman (solely or jointly with others) within the scope of and during the period of his relationship with the Company’s president , Recall, or designated intellectual property manager any affiliate, subsidiary, or predecessor corporation of all Intellectual Property. Employee shall also keep and maintain adequate and current written records of all such Intellectual Property describing its nature, use, and operation. Records shall be in the form of notes, sketches and drawings or reports relating thereto, and will be the property of, and available to, the Company at all times. Concepts, copyrights, and inventions which do not relate, directly or indirectly to Company’s business or which Employee developed independent of his association with Company or Company’s business and on his own without use of Company’s time, resources, equipment or Confidential Information that are expressly excluded from protectable by copyright are “works made for hire.,” Any inventions owned by Employee prior as that term is defined in the United States Copyright Act. Chairman understands and agrees that the decision whether or not to commercialize or market any Inventions is within the Effective Date are enumerated in Appendix B hereto Company’s sole discretion and are excluded from Employee's obligations under this Agreementfor the Company’s sole benefit, and that no royalty, other consideration, or attribution will be due to Chairman as a result of the Company’s efforts to commercialize or market any such Inventions. If not listedChairman further agrees to assist the Company, the Parties agree that it shall be conclusively presumed that any relevant Intellectual Property which may have been listed, whether completed or notits designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of this Agreementall applications, were not listed because they are agreed specifications, oaths, assignments, and all other instruments that the Company shall deem proper or necessary in order to belong exclusively apply for, register, obtain, maintain, defend, and enforce such rights, and in order to Company. Employee will promptly deliver all Intellectual Property deliver, assign and convey to Company and at the request of the Company, will execute its successors, assigns, and deliver nominees the sole and exclusive rights, title, and interest in and to all proper assignments theretoInventions, and testifying in a suit or other proceeding relating to such Inventions.

Assignment of Intellectual Property. During Executive will promptly disclose to the duration of this Agreement and for two years thereafterEmployer any idea, Employee mayinvention, either discovery or improvement, whether patentable or not (“Creations”), conceived or made by her alone or with others, others at any time during working hours or not, develop Intellectual Property, which may be protectable by patent, trademark or copyright lawher employment with the Employer. Employee Executive agrees that as consideration for this Agreement, Company will solely own all Intellectual Property and all Intellectual Property will be considered “work made for hire.” If by operation of law or otherwise, the Employer owns any Intellectual Property is not “work made for hire” or if ownership of all right, titlesuch Creations, and interest in Executive hereby irrevocably, absolutely, and unconditionally assigns to the Intellectual Property does not vest exclusively in CompanyEmployer all rights, Employee hereby irrevocably assigns, to Company its successors and assigns, Employee’s entire right, title, title and interest in and to the Creations or portions thereof, including but not limited to, all Intellectual Property including all copyrights, patents, applicationsand other proprietary and intellectual property rights and any and all goodwill associated therewith, trademarksas well as all moral rights that Executive has or may acquire in and/or to the Creations, or any of them, including but not limited to any and copyrightsall rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications relating to the Creations. Employee agrees that such assignment is supported by adequate consideration under this Agreement. Employee Executive agrees to disclose promptly and fully to the Company all Intellectual Property and to advise Company’s president or designated intellectual property manager of all Intellectual Property. Employee shall also keep and maintain adequate and current written records of all such Intellectual Property describing its nature, use, and operation. Records shall be in the form of notes, sketches and drawings or reports relating thereto, and will be the property of, and available to, the Company at all times. Concepts, copyrights, and inventions which do not relate, directly or indirectly to Company’s business or which Employee developed independent of his association with Company or Company’s business and on his own without use of Company’s time, resources, equipment or Confidential Information are expressly excluded from “works made for hire.” Any inventions owned by Employee prior to the Effective Date are enumerated in Appendix B hereto and are excluded from Employee's obligations under this Agreement. If not listed, the Parties agree that it shall be conclusively presumed that any relevant Intellectual Property which may have been listed, whether completed or not, at the execution of this Agreement, were not listed because they are agreed to belong exclusively to Company. Employee will promptly deliver all Intellectual Property to Company and at the request of the Company, will execute and deliver to Employer any and all proper applications, assignments theretoand other instruments relating thereto which the Employer deems necessary or desirable in its discretion. These obligations shall continue beyond the termination of her employment with respect to Creations and derivatives of such Creations conceived or made during her employment with the Employer. The Employer and Executive understand that the obligation to assign Creations to the Employer shall not apply to any Creation which is developed entirely on her own time without using any of the Employer’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Employer; or (ii) results in any way from her work at the Employer. In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Employer or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. Executive agrees to reasonably cooperate with the Employer, both during and after her employment with the Employer, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to Creations covered by Section 9 hereof. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Employer, acting reasonably, may deem necessary or desirable in order to protect its rights and interests in any such Creations. Executive further agrees that if the Employer is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Employer shall be entitled to execute such papers as her agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Employer as her agent and attorney-in-fact to execute any such papers on her behalf and to take any and all actions as the Employer may deem necessary or desirable in order to protect its rights and interests in any such Creations, under the conditions described in this paragraph, all to the exclusion of such Executive’s Creations.

Assignment of Intellectual Property. During At all times during the duration term of this Agreement the Employee’s employment with the Employer and for two years thereaftersix months after the termination of the Employee’s employment with the Employer for any reason, the Employee mayagrees and covenants that the Employee shall make prompt full written disclosure to Mawson and hold in trust for the sole right, either alone benefit, and use of Mawson: any ideas, inventions, innovations, discoveries, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information, whether or not patentable, and any works of authorship, whether or not copyrightable, (collectively “Inventions”), that originate with othersthe Employee in whole or in part during the period of the Employee’s employment with the Employer. The Employee agrees and acknowledges that any and all Inventions shall remain the exclusive property of Mawson. The Employee hereby expressly and fully assigns to Mawson the exclusive right, title and interest to all Inventions that originate with the Employee in whole or in part during working hours the period of the Employee’s employment, whether written or not, develop Intellectual Propertyand whether or not patentable or eligible for protection under copyright law, which and fully waive any claims or rights the Employee may have therein. The Employee further agrees to assist Mawson, at Mawson’s expense, in perfecting such transfer or assignment by taking all necessary actions and executing all documents as may be protectable by patentrequired. The Employee understands that the foregoing shall not apply to Inventions (a) developed on the Employee’s own time, trademark (b) without the use of Confidential Information, proprietary information and/or trade secrets or copyright law. Employee agrees that as consideration for this Agreementwithout Mawson supplies, Company will solely own all Intellectual Property and all Intellectual Property will be considered “work made for hire.” If by operation of law equipment, facilities, or otherwise, any Intellectual Property is not “work made for hire” or if ownership of all right, titleproperty, and interest (c) that are not based on any work performed in connection with the Intellectual Property does not vest exclusively Employer’s business relationship with its Customers or related in Company, Employee hereby irrevocably assigns, any way to Company its successors and assigns, Employee’s entire right, title, and interest in and to all Intellectual Property including all patents, applications, trademarks, and copyrights. Employee agrees that such assignment is supported by adequate consideration under this Agreement. Employee agrees to disclose promptly and fully to the Company all Intellectual Property and to advise Company’s president or designated intellectual property manager of all Intellectual Property. Employee shall also keep and maintain adequate and current written records of all such Intellectual Property describing its nature, use, and operation. Records shall be in the form of notes, sketches and drawings or reports relating thereto, and will be the property of, and available to, the Company at all times. Concepts, copyrights, and inventions which do not relate, directly or indirectly to CompanyMawson’s business or which actual or demonstrably anticipated research or development. Any assignment to Mawson of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights," “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, the Employee developed independent hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any right to identification of his association authorship or limitation on subsequent modification that the Employee may have in the assigned Inventions. The Employee further acknowledges that all original works of authorship that are made by the Employee (solely or jointly with Company or Companyothers) within the scope of and during the period of employment with the Employer and in connection with the Employer’s business relationship with its Customers, and on his own without use of Company’s time, resources, equipment or Confidential Information which are expressly excluded from protectable by copyright are “works made for hire.” Any inventions owned by Employee prior ”, as that term is defined in the United States Copyright Act (17 U.S.C. § 101) or under any similar concept other applicable copyright law (to the Effective Date are enumerated in Appendix B hereto and are excluded from Employee's obligations under extent U.S. copyright law does not apply). The provisions of this Agreement. If not listed, the Parties agree that it Section shall be conclusively presumed that any relevant Intellectual Property which may have been listed, whether completed or not, at binding upon the execution of this Agreement, were not listed because they are agreed to belong exclusively to Company. Employee will promptly deliver all Intellectual Property to Company and at the request of the Company, will execute Employee’s executors and deliver all proper assignments theretoadministrators.

Assignment of Intellectual Property. During Contractor agrees to transfer and assign and hereby does transfer and assign to the duration Company the entire right, title and interest for the entire world in and to all data, software, designs, models, algorithms, writings, drawings, notebooks, documents, photographs, inventions and discoveries (collectively, “Inventions”) made or conceived or reduced to practice by Contractor or any of Contractor’s associates, (a) in the course of accomplishing the work described on Exhibit A, Services to be Performed by Contractor attached hereto, (b) in the course of accomplishing other work performed pursuant to the relationship established by this Agreement Agreement, or (c) with the use of materials or facilities of the Company. Contractor agrees that Contractor and for two years thereaftereach of Contractor’s associates will sign, Employee mayexecute and acknowledge, either alone or with otherscause to be signed, during working hours or notexecuted and acknowledged, develop Intellectual Propertyat the expense of the Company, which any and all documents, and will perform any and all acts, as may be protectable by necessary, useful or convenient for the purpose of securing to the Company or its nominee, patent, trademark or copyright law. Employee agrees that as consideration for this Agreement, Company will solely own all Intellectual Property and all Intellectual Property will be considered “work made for hire.” If by operation of law or otherwise, any Intellectual Property is not “work made for hire” or if ownership of all right, title, and interest in protection throughout the Intellectual Property does not vest exclusively in Company, Employee hereby irrevocably assigns, to Company its successors and assigns, Employee’s entire right, title, and interest in and to all Intellectual Property including all patents, applications, trademarks, and copyrights. Employee agrees that such assignment is supported by adequate consideration under this Agreement. Employee agrees to disclose promptly and fully to the Company all Intellectual Property and to advise Company’s president or designated intellectual property manager of all Intellectual Property. Employee shall also keep and maintain adequate and current written records of world upon all such Intellectual Property describing its nature, use, and operationInventions. Records shall be in the form of notes, sketches and drawings or reports relating thereto, and will be the property of, and available to, the Company at all times. Concepts, copyrights, and inventions which do not relate, directly or indirectly to Company’s business or which Employee developed independent of his association with Company or Company’s business and on his own without use of Company’s time, resources, equipment or Confidential Information are expressly excluded from “works made for hire.” Any inventions owned by Employee prior to the Effective Date are enumerated in Appendix B hereto and are excluded from Employee's obligations under this Agreement. If not listed, the Parties agree that it shall be conclusively presumed that any relevant Intellectual Property which may have been listed, whether completed or not, at the execution of this Agreement, were not listed because they are agreed to belong exclusively to Company. Employee will promptly deliver all Intellectual Property to Company and at At the request of the Company, Contractor will execute have each of Contractor’s associates with access to Confidential Information of the Company or who performs work pursuant to this Agreement to sign an agreement in form substantially identical to this Agreement. Contractor agrees that all writings, works and deliver copyrightable property produced by Contractor under this Agreement shall be considered works for hire to the extent authorized by statutes and all proper assignments theretorights of copyright therein shall be the exclusive property of Company. Contractor further agrees to and does hereby assign to Company all copyright, right, title and interest in and to such writings, works and property. Contractor shall grant and does hereby grant to the Company a royalty-free, non-exclusive and irrevocable worldwide license to reproduce, distribute, perform, display, translate, publish, use, prepare derivative works on, dispose of, and to authorize others to do so, all copyrightable materials not otherwise treated hereunder first produced and delivered to the Company by Contractor under this Agreement; and a license as aforesaid under any and all copyrighted or copyrightable work not first produced by Contractor in the performance of this Agreement, but which is incorporated in any material furnished under this Agreement, provided that such license shall only be to the extent that Contractor now has or may acquire the right to grant such license without becoming liable to pay compensation to others solely because of such grant.

Assignment of Intellectual Property. During Executive will promptly disclose to the duration of this Agreement and for two years thereafterEmployer any idea, Employee mayinvention, either discovery, or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others, others at any time during working hours or not, develop Intellectual Property, which may be protectable by patent, trademark or copyright lawhis employment with the Employer. Employee Executive agrees that as consideration for this Agreement, Company will solely own all Intellectual Property and all Intellectual Property will be considered “work made for hire.” If by operation of law or otherwise, the Employer owns any Intellectual Property is not “work made for hire” or if ownership of all right, titlesuch Creations, and interest in Executive hereby irrevocably, absolutely, and unconditionally assigns to the Intellectual Property does not vest exclusively in CompanyEmployer all rights, Employee hereby irrevocably assigns, to Company its successors and assigns, Employee’s entire right, title, title and interest in and to the Creations or portions thereof, including but not limited to, all Intellectual Property including all copyrights, patents, and other proprietary and intellectual property rights and any and all goodwill associated therewith, as well as all moral rights that Executive has or may acquire in and/or to the Creations, or any of them, including but not limited to any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications relating to the Creations. Executive agrees to execute and deliver to Employer any and all applications, assignments and other instruments relating thereto which the Employer deems necessary or desirable in its discretion. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Employer. The Employer and Executive understand that the obligation to assign Creations to the Employer shall not apply to any Creation which is developed entirely on his own time without using any of the Employer’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of the Employer; or (ii) results in any way from his work at the Employer. In any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against the Employer or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated. Executive agrees to reasonably cooperate with the Employer, both during and after his employment with the Employer, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks, and copyrightsother intellectual property rights (both in the United States and foreign countries) relating to Creations covered by Section 9 hereof. Employee Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Employer, acting reasonably, may deem necessary or desirable in order to protect its rights and interests in any such Creations. Executive further agrees that if the Employer is unable, after reasonable effort, to secure Executive’s signature on any such assignment is supported by adequate consideration papers, any officer of the Employer shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Employer as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Employer may deem necessary or desirable in order to protect its rights and interests in any such Creations, under the conditions described in this Agreement. Employee agrees to disclose promptly and fully paragraph, all to the Company all Intellectual Property and to advise Companyexclusion of such Executive’s president or designated intellectual property manager of all Intellectual Property. Employee shall also keep and maintain adequate and current written records of all such Intellectual Property describing its nature, use, and operation. Records shall be in the form of notes, sketches and drawings or reports relating thereto, and will be the property of, and available to, the Company at all times. Concepts, copyrights, and inventions which do not relate, directly or indirectly to Company’s business or which Employee developed independent of his association with Company or Company’s business and on his own without use of Company’s time, resources, equipment or Confidential Information are expressly excluded from “works made for hireCreations.” Any inventions owned by Employee prior to the Effective Date are enumerated in Appendix B hereto and are excluded from Employee's obligations under this Agreement. If not listed, the Parties agree that it shall be conclusively presumed that any relevant Intellectual Property which may have been listed, whether completed or not, at the execution of this Agreement, were not listed because they are agreed to belong exclusively to Company. Employee will promptly deliver all Intellectual Property to Company and at the request of the Company, will execute and deliver all proper assignments thereto.

Assignment of Intellectual Property. During the duration of this Agreement a. All right, title and for two years thereafter, Employee may, either alone or with others, during working hours or not, develop Intellectual Property, which may be protectable by patent, trademark or copyright law. Employee agrees that as consideration for this Agreement, Company will solely own interest (including all Intellectual Property rights of any sort throughout the world) relating to any and all Deliverables (as defined below) shall be the exclusive property of the Company and the Advisor hereby irrevocably assigns to the Company or its designee any and all right, title and/or interest (including all Intellectual Property will be considered “work made for hire.” If (as defined herein) rights of any sort throughout the world) in and to any Deliverables that the Advisor has or may in the future acquire with respect to any Deliverables rendered by operation of the Advisor in connection with or arising from the Services described in this Agreement. To the fullest extent allowable under applicable law or otherwise, any Intellectual Property is not all Deliverables shall constitute a “work made for hire” as such term is defined in 17 U.S.C. Section 101 (or if ownership equivalent laws or principles elsewhere in the world), made solely for the benefit of Company. In the event that any right, title or interest to any Deliverables, or part thereof, may not, by operation of law, vest in Company or is determined not to be a “work made for hire” for any reason, then Contractor hereby irrevocably conveys, transfers and assigns to Company all right, titletitle and interest, throughout the world and interest without further consideration, as set forth in this Section 9. As may be requested by the Company from time to time with respect to any Deliverables, the Advisor agrees to cooperate fully in the Intellectual Property does not vest exclusively in Company, Employee hereby irrevocably assigns, prosecution of any patent application relating to Company its successors and assigns, Employee’s entire right, title, and interest in and to all Intellectual Property including all patents, applications, trademarks, and copyrights. Employee agrees that any such assignment is supported by adequate consideration under this Agreement. Employee agrees to disclose promptly and fully to the Company all Intellectual Property and to advise Company’s president or designated intellectual property manager of all Intellectual Property. Employee shall also keep and maintain adequate and current written records of all such Intellectual Property describing its nature, use, and operation. Records shall be in the form of notes, sketches and drawings or reports relating thereto, and will be the property of, and available to, the Company at all times. Concepts, copyrights, and inventions which do not relate, directly or indirectly to Company’s business or which Employee developed independent of his association with Company or Company’s business and on his own without use of Company’s time, resources, equipment or Confidential Information are expressly excluded from “works made for hire.” Any inventions owned by Employee prior to the Effective Date are enumerated in Appendix B hereto and are excluded from Employee's obligations under this Agreement. If not listed, the Parties agree that it shall be conclusively presumed that any relevant Intellectual Property which may have been listed, whether completed or notDeliverables, at the execution of this Agreement, were not listed because they are agreed to belong exclusively to Company. Employee will promptly deliver all Intellectual Property to Company and at the request expense of the Company, will execute which cooperation shall include executing any necessary documents in connection therewith, and deliver the Advisor shall take all proper assignments theretoother steps reasonably necessary to enable the Company to obtain, perfect, sustain, and enforce its ownership interest in any Deliverables in accordance with this Section 9 and to obtain and maintain patents, copyrights and other Intellectual Property rights for such Deliverables throughout the world, and the Advisor shall not request nor receive any additional compensation in connection with such cooperation. Advisor’s obligation to assist the Company shall continue beyond the termination of Advisor’s relationship with the Company. The Advisor shall promptly disclose all Deliverables to the Company.