Common use of Assignment of Inventions Clause in Contracts

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure to the Company of any and all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or by the use of the facilities of the Company (collectively referred to as “Inventions”). Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period of Employee’s employment with the Company are “works made for hire”, as that term is defined in the United States Copyright Act, to the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any Inventions.

Assignment of Inventions. Employee agrees Without additional compensation, I agree to assign, and hereby do assign, to the Company all rights, title and interest throughout the world in and to all Inventions (as defined below) which I may solely or jointly conceive, create, invent, develop, modify, compile or reduce to practice, at any time during any period during which I perform or performed services for the Company Group both before or after the date hereof (the “Assignment Period”), whether as an officer, employee, director, independent contractor, consultant, or agent, or in any other capacity, whether or not during regular working hours, provided they either (i) relate at the time of conception, development or reduction to practice to the business of any member of the Company Group, or the actual or anticipated research or development of any member of the Company Group; (ii) result from or relate to any work performed for any member of the Company Group; or (iii) are developed through the use of equipment, supplies, or facilities of any member of the Company Group, or any Confidential Information, or in consultation with personnel of any member of the Company Group (collectively referred to as “Company IP Rights”). I understand that Employee “Inventions” means inventions, concepts, know-how, developments, original works of authorship, improvements, trade secrets, methodology, algorithms, software, processes, formulas, designs, drawings and other technological advancements and implementations. I agree that I will promptly make full written disclosure to the Company of any and all ideasCompany IP Rights I participate in conceiving, discoveriescreating, inventionsinventing, original works of authorshipdeveloping, developmentsmodifying, designs, work products, innovations, concepts, know-how, and trade secrets which relate compiling or reducing to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, practice during the period of time Employee is employed with the Company, whether or not during working hours or by the use of the facilities of the Company (collectively referred to as “Inventions”)Assignment Period. Employee I further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period of Employee’s employment with the Company are “works made for hire”, as that term is defined in the United States Copyright Actacknowledge that, to the greatest extent permitted by applicable law, all Company IP Rights made by me (solely or jointly with others) within the scope of and during the Assignment Period are “works made for hire” for which I am, in part, compensated by Employee’s my salary, unless regulated otherwise by law. All Inventions If any Company IP Rights cannot be assigned, I hereby grant to the Company Group an exclusive, assignable, irrevocable, perpetual, worldwide, sublicenseable (through one or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(smultiple tiers), licensesroyalty-free, liens unlimited license to use, make, modify, sell, offer for sale, reproduce, distribute, create derivative works of, publicly perform, publicly display and digitally perform and display such work in any media now known or hereafter known. Outside the scope of my service, whether during or after the Employment Period, I agree not to (i) modify, adapt, alter, translate, or create derivative works from any such work of authorship or (ii) merge any such work of authorship with other restrictions other than as expressly provided for Company IP Rights. To the extent rights related to paternity, integrity, disclosure and withdrawal (collectively, “Moral Rights”) may not be assignable under applicable law and to the extent the following is allowed by the laws in this Agreement. Employee the various countries where Moral Rights exist, I hereby appoints irrevocably waive such Moral Rights and consent to any action of the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by Group that would violate such Moral Rights in the Company to protect or perfect its rights to any Inventionsabsence of such consent.

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure (a) If at any time or times during my employment, I shall (either alone or with others) make, conceive, create, discover, invent or reduce to practice any Development that: (i) relates to the business of the Company or 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 (ii) results from tasks assigned to me by the Company or work performed by me for the Company; or (iii) results from the use of Confidential Information; or (iv) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company, then all such Developments and the benefits thereof are and shall immediately become the sole and absolute property of the Company and its assigns, as works made for hire or otherwise. The term “Development” shall include, but not be limited to, any and all ideasinvention, discoveriesmodification, inventionsdiscovery, original works design, development, improvement, process, software program, work of authorship, developmentsdocumentation, designsformula, work productsdata, innovations, conceptstechnique, know-how, and trade secrets which relate to the Company’s current secret or proposed business, products intellectual property right whatsoever or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and any interest therein (whether or not patentable or registrable under copyright copyright, trademark or similar laws statutes (including but not limited to the Semiconductor Chip Protection Act) or subject to analogous protection). I shall promptly disclose to the Company (or any persons designated by it) each Development. I hereby assign all rights (including, but not limited to, rights to inventions, patentable subject matter, copyrights and whether trademarks) I may have or not reduced may acquire in the Developments and all benefits and/or rights resulting therefrom to writingthe Company and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others, all available information relating thereto (with all necessary plans and models) to the Company. (b) I represent that the Developments identified in the Appendix attached hereto, if any, comprise all the Developments that I have made or conceived prior to my employment by the Company, which Employee may solely Developments are excluded from this Agreement. I understand that it is only necessary to list the title of such Developments and the purpose thereof, but not details of the Development itself. IF THERE ARE ANY SUCH DEVELOPMENTS TO BE EXCLUDED, THE UNDERSIGNED SHOULD INITIAL HERE; OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH EXCLUSIONS. . I understand and agree that if I incorporate into any Company product, process or jointly conceive machine any Developments set forth on the Appendix or develop or reduce to practiceotherwise made, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed practice by me prior to my employment with the Company, whether or not during working hours or by the use of the facilities of the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, world-wide license to make, have made, modify, use and sell any such Development as part of or in connection with such product, process or machine. (collectively referred to as “Inventions”). Employee further agrees that Employee will hold in trust for c) I shall, during my employment and at any time thereafter, at the sole right request and benefit cost of the Company, promptly sign, execute, make and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and do all such Inventions which Employee deeds, documents, acts and things as the Company and its duly authorized officers may solely or jointly conceive or develop or reduce reasonably require: (i) to practiceapply for, or cause to be conceived or developed or reduced to practiceobtain, using register and vest in the Company’s time and/or materials or equipment. Employee further acknowledges that all name of the above-described Inventions made during the period of Employee’s employment with Company alone (unless the Company are “works made otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to a Development and when so obtained or vested to renew and restore the same; and (ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceeding, petition or application for hire”revocation of any such patent, as that term copyright, trademark or other analogous protection. (d) If the Company is defined in the United States Copyright Actunable, after reasonable effort, to the greatest extent permitted by applicable lawsecure my signature on any application for patent, and are compensated by Employee’s salary. All Inventions copyright, trademark or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens analogous registration or other restrictions documents regarding any legal protection relating to a Development, whether because of my physical or mental incapacity or for any other than as expressly provided for in this Agreement. Employee reason whatsoever, I hereby appoints irrevocably designate and appoint the Company and its duly authorized officers and agents as Employee’s my agent and attorney-in-fact fact, to act for and in my behalf and stead to execute on Employee’s behalf and file any assignments such application or applications or other documents deemed necessary and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by the Company to protect or perfect its rights to any Inventionsme.

Assignment of Inventions. Employee agrees I agree that Employee I will promptly make full written disclosure to the Company Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and to any and all ideas, discoveries, inventions, original works of authorship, developments, concepts, improvements, designs, work productsdiscoveries, innovationsideas, conceptstrademarks or trade secrets, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writinglaws, which Employee I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the entire period of time Employee is employed with I am in the Company, whether or not during working hours or by the use of the facilities employ of the Company (whether before or after the execution of this Agreement) (collectively referred to as “Inventions”). Employee I further agrees acknowledge that Employee will hold in trust for the sole right and benefit all original works of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions authorship which Employee may are made by me (solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using with others) within the Company’s time and/or materials or equipment. Employee further acknowledges that all scope of the above-described Inventions made and during the period of Employee’s my employment with the Company (whether before or after the execution of this Agreement) and which are protectible by copyright are “works made for hire”, ,” as that term is defined in the United States Copyright Act, . Employee understands that this means that the Company will have the right to undertake any of the greatest extent permitted actions set forth in section 106 of the United States Copyright Act (17 U.S.C. § 106) with respect to such copyrightable works prepared by applicable law, and are compensated by Employee within the scope of Employee’s salaryemployment. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to understands that this Agreement shall be free and clear of all encumbrancesincludes, including without limitation, security interest(s)the right to sell, licenseslicense, liens use, reproduce and have reproduced, create derivative works of, distribute, display, transmit and otherwise commercially exploit such copyrightable works by all means without further compensating the Employee. I understand and agree that the decision whether or other restrictions other than not to commercialize or market any invention developed by me solely or jointly with others is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty will be due to me as expressly provided for in this Agreement. Employee hereby appoints a result of the Company as EmployeeCompany’s attorney-in-fact efforts to execute on Employee’s behalf commercialize or market any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any Inventionssuch invention.

Assignment of Inventions. Employee agrees that Employee will Executive shall promptly make full full, written disclosure to the Company Company, will hold in trust for the sole right and benefit of the Company, and hereby irrevocably transfers and assigns, and agrees to transfer and assign, to the Company, or its designee, all Executive’s right, title and interest in and to any and all ideas, discoveries, inventions, original works of authorship, developments, concepts, improvements, designs, work productsdiscoveries, innovationsideas, conceptstrademarks (and all associated goodwill), know-howmask works, and or trade secrets which relate to the Company’s current or proposed business, products or research and developmentsecrets, whether or not specifically within Employee’s duties they may be patented or responsibilities with the Company and whether or not patentable or registrable registered under copyright or similar laws and whether or not reduced to writinglaws, which Employee Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or Executive’s employment by the use of the facilities of the Company (collectively referred to as the “Inventions”). Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee Executive further acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) within the above-described Inventions made scope of and during the period of EmployeeExecutive’s employment with the Company and which may be protected by copyright are “works made for hire”, Works Made For Hire” as that term is defined in by the United States Copyright Act. Executive understands and agrees that the decision whether to commercialize or market any Invention developed by Executive solely or jointly with others is within the Company’s sole discretion and the Company’s sole benefit and that no royalty will be due to Executive as a result of the Company’s efforts to commercialize or market any such invention. Executive recognizes that Inventions relating to Executive’s activities while working for the Company and conceived or made by Executive, whether alone or with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived during Executive’s employment with the Company and are to be, and hereby are, assigned to the greatest extent permitted by applicable lawCompany unless and until Executive has established the contrary. The requirements of this Section 8B do not apply to any intellectual property for which no equipment, supplies, facility or trade secret information of the Company was used, and are compensated by Employeewhich was developed entirely on the Executive’s salary. All Inventions own time, and (i) which does not relate (x) directly to the Company’s business or other (y) to the Company’s actual or demonstrably anticipated research and development or (ii) which does not result from any work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided the Executive performed for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any InventionsCompany.

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure to the Company of any and all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-howI hereby assign, and trade secrets which relate agree to assign automatically upon creation, to the Company’s current , without additional compensation, my entire right, title and interest (including but not limited to intellectual property rights, trademark rights, copyrights and trade secret rights) in and to (a) all Inventions that are made, conceived, discovered or proposed businessdeveloped by me (either alone or jointly with others), products or research and development, whether result from or not specifically within Employee’s duties are suggested by any work performed by me (either alone or responsibilities jointly with others) for or on behalf of the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writingits affiliates, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, (i) during the period of time Employee is employed my employment with the Company, whether before or after the execution of this Agreement and whether or not made, conceived, discovered or developed during working regular business hours or by (ii) during or after the use period of my employment with the facilities Company, whether before or after the execution of this Agreement, if based on or using Confidential Information or otherwise in connection with my activities as an employee of the Company (collectively referred to as collectively, the “Company Inventions”). Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns (b) all benefits, privileges, causes of action and remedies relating to the CompanyCompany Inventions, whether before or its designeehereafter accrued (including, without limitation, the exclusive rights to apply for and maintain all Employee’s rightregistrations, titlerenewals and/or extensions; to sue for all past, and interest present or future infringements or other violations of any rights in the Invention; and to settle and retain proceeds from any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practiceactions), or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period of Employee’s employment with the Company are “works made for hire”, as that term is defined in the United States Copyright Act, to the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all liens and encumbrances. I agree that all such Company Inventions are the sole property of the Company or any other entity designated by it, including without limitationand all intellectual property rights shall vest in and inure to the benefit of the Company or such other entity. I agree and acknowledge that all copyrightable Company Inventions shall be considered works made for hire prepared within the scope of my employment. THIS PARAGRAPH DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF SECTION 2870 OF THE LABOR CODE OF THE STATE OF CALIFORNIA, security interest(s), licenses, liens or other restrictions other than as expressly provided for A COPY OF WHICH IS ATTACHED TO THIS AGREEMENT AS EXHIBIT B. I understand that nothing in this Agreement. Employee hereby appoints Agreement is intended to expand the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary scope of protection provided me by Sections 2870 through 2872 of the Company to protect or perfect its rights to any InventionsCalifornia Labor Code.

Assignment of Inventions. Employee agrees that Employee will shall promptly make full full, written disclosure to the Company Company, will hold in trust for the sole right and benefit of the Company, and hereby irrevocably transfers and assigns, and agrees to transfer and assign, to the Company, or its designee, all his/her right, title and interest in and to any and all ideas, discoveries, inventions, original works of authorship, developments, concepts, improvements, designs, work productsdiscoveries, innovationsideas, conceptstrademarks (and all associated goodwill), know-howmask works, and or trade secrets which relate to the Company’s current or proposed business, products or research and developmentsecrets, whether or not specifically within Employee’s duties they may be patented or responsibilities with the Company and whether or not patentable or registrable registered under copyright or similar laws and whether or not reduced to writinglaws, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or Employee’s employment by the use of the facilities of the Company (collectively referred to as the “Inventions”). Employee further agrees acknowledges that all original works of authorship which are made by Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may (solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using with others) within the Company’s time and/or materials or equipment. Employee further acknowledges that all scope of the above-described Inventions made and during the period of his/her employment with the Company and which may be protected by copyright are “Works Made For Hire” as that term is defined by the United States Copyright Act. Employee understands and agrees that the decision whether to commercialize or market any Invention developed by Employee solely or jointly with others is within the Company’s sole discretion and the Company’s sole benefit and that no royalty will be due to Employee as a result of the Company’s efforts to commercialize or market any such invention. Employee recognizes that Inventions relating to his or her activities while working for the Company and conceived or made by Employee, whether alone or with others, within one (1) year after cessation of Employee’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Employee acknowledges and agrees that such Inventions shall be presumed to have been conceived during Employee’s employment with the Company and are “works made for hire”to be, as that term is defined in the United States Copyright Actand hereby are, assigned to the greatest extent permitted by applicable law, Company unless and are compensated by Employee’s salary. All Inventions or other work product created by until Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints has established the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any Inventionscontrary.

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure (a) If at any time or times during my employment, I shall (either alone or with others) make, conceive, create, discover, invent or reduce to practice any Development that: (i) relates to the business of the Company or 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 (ii) results from tasks assigned to me by the Company or work performed by me for the Company; or (iii) results from the use of Confidential Information; or (iv) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company, then all such Developments and the benefits thereof are and shall immediately become the sole and absolute property of the Company and its assigns, as works made for hire or otherwise. The term “Development” shall include, but not be limited to, any and all ideasinvention, discoveriesmodification, inventionsdiscovery, original works design, development, improvement, process, software program, work of authorship, developmentsdocumentation, designsformula, work productsdata, innovations, conceptstechnique, know-how, and trade secrets which relate to the Company’s current secret or proposed business, products intellectual property right whatsoever or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and any interest therein (whether or not patentable or registrable under copyright copyright, trademark or similar laws statutes (including but not limited to the Semiconductor Chip Protection Act) or subject to analogous protection). I shall promptly disclose to the Company (or any persons designated by it) each Development. I hereby assign all rights (including, but not limited to, rights to inventions, patentable subject matter, copyrights and whether trademarks) I may have or not reduced may acquire in the Developments and all benefits and/or rights resulting therefrom to writingthe Company and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others, all available information relating thereto (with all necessary plans and models) to the Company. (b) I represent that the Developments identified in the Appendix attached hereto, if any, comprise all the Developments that I have made or conceived prior to my employment by the Company, which Developments are excluded from this Employee may solely Noncompetition, Nondisclosure and Developments Agreement (the “Agreement”). I understand that it is only necessary to list the title of such Developments and the purpose thereof, but not details of the Development itself. IF THERE ARE ANY SUCH DEVELOPMENTS TO BE EXCLUDED, THE UNDERSIGNED SHOULD INITIAL HERE; OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH EXCLUSIONS. . I understand and agree that if I incorporate into any Company product, process or jointly conceive machine any Developments set forth on the Appendix or develop or reduce to practiceotherwise made, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed practice by me prior to my employment with the Company, whether or not during working hours or by the use of the facilities of the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, world-wide license to make, have made, modify, use and sell any such Development as part of or in connection with such product, process or machine. (collectively referred to as “Inventions”). Employee further agrees that Employee will hold in trust for c) I shall, during my employment and at any time thereafter, at the sole right request and benefit cost of the Company, promptly sign, execute, make and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and do all such Inventions which Employee deeds, documents, acts and things as the Company and its duly authorized officers may solely or jointly conceive or develop or reduce reasonably require: (i) to practiceapply for, or cause to be conceived or developed or reduced to practiceobtain, using register and vest in the Company’s time and/or materials or equipment. Employee further acknowledges that all name of the above-described Inventions made during the period of Employee’s employment with Company alone (unless the Company are “works made otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to a Development and when so obtained or vested to renew and restore the same; and (ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceeding, petition or application for hire”revocation of any such patent, as that term copyright, trademark or other analogous protection. (d) If the Company is defined in the United States Copyright Actunable, after reasonable effort, to the greatest extent permitted by applicable lawsecure my signature on any application for patent, and are compensated by Employee’s salary. All Inventions copyright, trademark or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens analogous registration or other restrictions documents regarding any legal protection relating to a Development, whether because of my physical or mental incapacity or for any other than as expressly provided for in this Agreement. Employee reason whatsoever, I hereby appoints irrevocably designate and appoint the Company and its duly authorized officers and agents as Employee’s my agent and attorney-in-fact fact, to act for and in my behalf and stead to execute on Employee’s behalf and file any assignments such application or applications or other documents deemed necessary and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by the Company to protect or perfect its rights to any Inventionsme.

Assignment of Inventions. Employee agrees that Employee will shall promptly make full full, written disclosure to the Company Company, will hold in trust for the sole right and benefit of the Company, and hereby irrevocably transfers and assigns, and agrees to transfer and assign, to the Company, or its designee, all his right, title and interest in and to any and all ideas, discoveries, inventions, original works of authorship, developments, concepts, improvements, designs, work productsdiscoveries, innovationsideas, conceptstrademarks (and all associated goodwill), know-howmask works, and or trade secrets which relate to the Company’s current or proposed business, products or research and developmentsecrets, whether or not specifically within Employee’s duties they may be patented or responsibilities with the Company and whether or not patentable or registrable registered under copyright or similar laws and whether or not reduced to writinglaws, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or Employee’s employment by the use of the facilities of the Company (collectively referred to as the “Inventions”). Employee further agrees acknowledges that all original works of authorship which are made by Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may (solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using with others) within the Company’s time and/or materials or equipment. Employee further acknowledges that all scope of the above-described Inventions made and during the period of his employment with the Company and which may be protected by copyright are “Works Made For Hire” as that term is defined by the United States Copyright Act. Employee understands and agrees that the decision whether to commercialize or market any Invention developed by Employee solely or jointly with others is within the Company’s sole discretion and the Company’s sole benefit and that no royalty will be due to Employee as a result of the Company’s efforts to commercialize or market any such invention. Employee recognizes that Inventions relating to his activities while working for the Company and conceived or made by Employee, whether alone or with others, within one (1) year after cessation of Employee’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Employee acknowledges and agrees that such Inventions shall be presumed to have been conceived during Employee’s employment with the Company and are “works made for hire”to be, as that term is defined in the United States Copyright Actand hereby are, assigned to the greatest extent permitted by applicable lawCompany unless and until Employee has established the contrary. The requirements of this Paragraph 8B do not apply to any intellectual property for which no equipment, supplies, facility or trade secret information of the Company was used, and are compensated by which was developed entirely on the Employee’s salary. All Inventions own time, and (i) which does not relate (x) directly to the Company’s business or other (y) to the Company’s actual or demonstrably anticipated research and development or (ii) which does not result from any work product created by the Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided performed for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any InventionsCompany.

Assignment of Inventions. The Employee hereby acknowledges and agrees that Employee will promptly make full written disclosure to the Company of shall have a complete, absolute and exclusive right, title, and interest in and for any and all ideasinventions, discoveries, inventionsideas, designs, copyrightable works, original works of authorship, developments, designs, work products, innovationsimprovements, concepts, technical methods, know-how, trade secrets, and trade secrets which relate to the Company’s current other productions or proposed businessitems containing intellectual properties of any nature, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or otherwise registrable under copyright or similar the laws of any countries, and whether or not reduced to writingpractice, which made or conceived by the Employee, whether solely by the Employee may solely or jointly conceive or develop or reduce to practicewith others, or cause to be conceived or developed or reduced to practice, (a) during the period of time Employee is employed the Employee’s employment with the Company, whether (i) that relate in any manner to the actual or not during working hours demonstrably anticipated business, work, or research and development of the Company, its affiliates or subsidiaries, or (ii) that are developed in whole or in part on the Company’s time or using the Company’s equipment, supplies, facilities or Confidential Information, or (iii) that result from or are suggested by any task assigned to the Employee or any work performed by the use Employee for or on behalf of the facilities Company, its affiliates or subsidiaries, or within the scope of the Employee’s duties and responsibilities with the Company, its affiliates or subsidiaries, and (b) within three (3) year after termination of the Employee’s employment with the Company that are related to any of the Employee’s activities during the term of the Employee’s employment with the Company (collectively referred to as “Inventions”). In the event that the Employee further agrees that has any right or title to or interest in any Inventions, the Employee will hold in trust for the sole right and benefit of hereby assigns such right, title or interest to the Company, and hereby assigns . In the event that the Employee cannot assign any right or title to or interest in any Inventions to the Company, or its designeehe/her hereby grants the Company an exclusive, all Employee’s royalty-free, assignable, irrevocable and worldwide license (including the right to sublicense through multilayered sublicensing) to exercise such right, title, title and interest in and that the Employee cannot assign to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. If the Employee further acknowledges that all of the above-described Inventions made during the period of Employee’s employment with can neither assign nor license to the Company are “works made for hire”any right, as title or interest he/she may have to or in any Inventions, the Employee hereby irrevocably waives his right to assert and agrees that term is defined in he/she will never assert any claims against the United States Copyright ActCompany or any Company’s successor with respect to such right, title or interest that the Employee can neither assign nor license to the greatest extent permitted by applicable law, and are compensated by Employee’s salaryCompany. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. The Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf waives any assignments or other documents deemed necessary by the Company to protect or perfect its moral rights to any which he/she may have to the Inventions.

Assignment of Inventions. The Employee expressly understands and agrees that Employee will promptly make full written disclosure to the Company of any and all ideasright or interest he may obtain in any designs, discoveriestrade secrets, technical specifications and technical data, know-how and show-how, customer and vendor lists, marketing plans, pricing policies, inventions, original concepts, ideas, works of authorship, developmentsdocumentation, formulae, data, designs, work productstechniques, innovationsdiscoveries, concepts, know-how, and trade secrets which relate to the Company’s current improvements or proposed business, products intellectual property rights of any kind or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and any interest therein (whether or not patentable or registrable under copyright copyright, trademark or similar laws and statutes (including, but not limited to, the Semiconductor Chip Protection Act) or subject to analogous protection) that he, whether or not reduced to writing, which Employee may solely alone or jointly conceive or develop or reduce with others, authors, conceives, devises, develops, reduces to practice, or cause to be conceived or developed or reduced to practice, otherwise obtains during the period of time Employee is employed with the Company, whether or not during working hours or by the use of the facilities of the Company (collectively referred to as “Inventions”). Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period of Employee’s employment with the Company Employer, and that (i) relate to or arise out of his employment with the Employer; (ii) relate to the Employer’s present or planned business or any of the products or services being designed, conceived, developed, marketed, manufactured or distributed by the Employer or that may be used in relation therewith; (iii) result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for or by the Employer; (iv) result from activities engaged in during the Employer’s time; and/or (v) result from use of Confidential Information of the Employer whether such use occurred prior to or during the Employee’s employment with the Employer (the “Inventions”), are “and shall immediately become the sole and absolute property of the Employer and its assigns, as works made for hire”hire or otherwise. The Employee hereby assigns to the Employer the sole and exclusive right to such Inventions. The Employee agrees that he will promptly disclose to the Employer any and all such Inventions, as that term is defined and that, upon request of the Employer, the Employee will execute and deliver any and all documents or instruments and take any other action which the Employer shall deem necessary to assign to and vest completely in the United States Copyright ActEmployer, to perfect trademark, copyright and patent protection with respect to, or to otherwise protect the greatest extent permitted by applicable lawEmployer’s trade secrets and proprietary interest in such Inventions. The Employer agrees to pay any and all copyright, trademark and are compensated by Employee’s salary. All Inventions patent fees and expenses or other work product created costs incurred by the Employee or on Employee’s behalf or by Employee’s affiliates for any assistance rendered to the Employer pursuant to this Agreement shall be free and clear of all encumbrancesSection. In the event the Employer is unable, including without limitationafter reasonable effort, security interest(s)to secure the Employee’s signature on any letters, licensespatent, liens copyright or other restrictions other than as expressly provided for in this Agreement. analogous protection relating to an Invention, the Employee hereby irrevocably designates and appoints the Company Employer and any of its officers as Employee’s his agent and attorney-in-fact fact, to act for and on his behalf and stead to execute on and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or other analogous protection thereon with the same legal force and effect as if executed by the Employee. The obligations in this Section shall continue beyond the termination of the Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any Inventionsemployment.

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure to the Company of any and all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-howI hereby assign, and trade secrets which relate agree to assign automatically upon creation, to the Company’s current , without additional compensation, my entire right, title and interest (including but not limited to intellectual property rights, trademark rights, copyrights and trade secret rights) in and to (a) all Inventions that are made, conceived, discovered or proposed businessdeveloped by me (either alone or jointly with others), products or research and development, whether result from or not specifically within Employee’s duties are suggested by any work performed by me (either alone or responsibilities jointly with others) for or on behalf of the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writingits affiliates, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, (i) during the period of time Employee is employed my employment with the Company, whether before or after the execution of this Agreement and whether or not made, conceived, discovered or developed during working regular business hours or by (ii) during or after the use period of my employment with the facilities Company, whether before or after the execution of this Agreement, if based on or using Confidential Information or otherwise in connection with my activities as an employee of the Company (collectively referred to as “collectively, the "Company Inventions”"). Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns (b) all benefits, privileges, causes of action and remedies relating to the CompanyCompany Inventions, whether before or its designeehereafter accrued (including, without limitation, the exclusive rights to apply for and maintain all Employee’s rightregistrations, titlerenewals and/or extensions; to sue for all past, and interest present or future infringements or other violations of any rights in the Invention; and to settle and retain proceeds from any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practiceactions), or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period of Employee’s employment with the Company are “works made for hire”, as that term is defined in the United States Copyright Act, to the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all liens and encumbrances. I agree that all such Company Inventions are the sole property of the Company or any other entity designated by it, including without limitationand all intellectual property rights shall vest in and inure to the benefit of the Company or such other entity. I agree and acknowledge that all copyrightable Company Inventions shall be considered works made for hire prepared within the scope of my employment. THIS PARAGRAPH DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF SECTION 2870 OF THE LABOR CODE OF THE STATE OF CALIFORNIA, security interest(s), licenses, liens or other restrictions other than as expressly provided for A COPY OF WHICH IS ATTACHED TO THIS AGREEMENT AS EXHIBIT B. I understand that nothing in this Agreement. Employee hereby appoints Agreement is intended to expand the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary scope of protection provided me by Sections 2870 through 2872 of the Company to protect or perfect its rights to any InventionsCalifornia Labor Code.

Assignment of Inventions. Employee agrees I agree that Employee I will promptly make full written disclosure to the Company Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title and interest throughout the world in and to any and all ideasinventions, discoveries, inventions, original works of authorshipauthorship and derivative works thereof, developments, designs, work products, innovations, concepts, know-how, and improvements, trademarks or trade secrets which relate to the Company’s current or proposed businesssecrets, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright copyright, trademark or similar laws and whether or not reduced to writinglaws, which Employee I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period term of time Employee is employed with the Companymy employment, whether or not during working hours or by otherwise, in each case in any manner related to the use of the facilities of the Company Company’s actual or anticipated business (collectively referred to as “Inventions”). Employee I further agrees acknowledge that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely are original works of authorship or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period of Employee’s employment with the Company otherwise constitute copyrightable subject matter are “works made for hire”, as that term is defined in ” within the meaning of the United States Copyright Act, Act and any similar laws of other jurisdictions (to the greatest extent permitted by applicable law, ) and are compensated by Employeemy salary, and to the extent any such work is determined not to be a “work for hire”, that I will assign to the Company any such original work of authorship as its exclusive property. I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company, which notes shall be and remain property of the Company. I hereby waive and irrevocably quitclaim to the Company any and all claims, of any nature whatsoever, which I may now or hereafter have for infringement of any and all proprietary rights assigned to the Company. I agree, whether before or after termination of my employment with the Company, to assist the Company (at its expense), or in every reasonable way to secure the Company’s salary. All rights in the Inventions and any copyrights, patents, trademarks, mask work rights, moral rights, or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free intellectual property rights relating thereto in any and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any Inventionscountries.

Assignment of Inventions. Employee agrees acknowledges that during Employee’s employment with the Company and/or during such time as Employee will promptly make full written disclosure is providing services to the Company as an employee, a consultant, a contractor, or in any capacity (both Employee’s employment and/or Employee’s provision of any and all ideasservices are referred to collectively herein as “employment” or being “employed”), discoveriesEmployee will be expected to undertake creative work, either alone or jointly with others, which may lead to inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-howimprovements, and trade secrets which relate to the Company’s current or proposed businessother intellectual property rights, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or by the use of the facilities of the Company (collectively referred to as “Inventions”). Employee further hereby agrees that Employee will hold in trust for provide the Company with full written details regarding all Inventions created by Employee while Employee is employed by the Company at the Company’s request (whether or not on the Company’s premises or using the Company’s equipment and materials or during regular business hours) and that all such Inventions shall be a work-for-hire and shall be the sole right and benefit exclusive property of the Company, and Employee hereby assigns to the Company all of Employee’s right, title and interest in and to any and all such Inventions. In addition, any Inventions created within three years after the termination of Employee’s employment with the Company which are based upon or derived from Confidential Information shall be the sole and exclusive property of the Company, or its designee, and Employee hereby assigns to the Company all of Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce Inventions. Nothing in the preceding sentence shall be construed to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period of limit Employee’s employment with the Company are “works made for hire”, as that term is defined in the United States Copyright Act, to the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to obligations under Paragraph 1 of this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any InventionsNDA.

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure to 2tor, will hold in trust for the Company sole right and benefit of 2tor, and hereby assigns to 2tor (and its successors and assigns), all of Employee’s right, title, and interest in and to any and all ideas, discoveries, inventions, original works of authorship, developments, concepts, improvements, designs, work productsdiscoveries, innovationsideas, conceptstrademarks or trade secrets, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writinglaws, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed Employee’s employment with the Company, whether or not during working hours or by the use of the facilities of the Company 2tor (collectively referred to as “Inventions”). Employee further agrees that Employee will hold , except as provided in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipmentSection 3(f) below. Employee further acknowledges that all original works of authorship which are made by Employee (solely or jointly with others) within the above-described Inventions made scope of and during the period of Employee’s employment with the Company 2tor and which are protectible by copyright are “works made for hire”, ,” as that term is defined in the United States Copyright Act. Employee understands and agrees that the decision whether or not to commercialize or market any invention developed by Employee solely or jointly with others is within 2tor’s sole discretion and for 2tor’s sole benefit and that no royalty will be due to Employee as a result of 2tor’s efforts to commercialize or market any such invention. Employee waives and quitclaims to 2tor any and all claims of any nature whatsoever that Employee now has or hereafter may have for infringement of any patent application, to the greatest extent permitted by applicable lawpatent, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights intellectual property right relating to any Inventions.

Assignment of Inventions. Employee During the Executive’s employment with the Company and following the termination of the Executive’s employment for any reason, the Executive agrees that Employee will the Executive shall promptly make full written disclosure to the Company of any and all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or by the use of the facilities of the Company (collectively referred to as “Inventions”). Employee further agrees that Employee will shall hold in trust for the sole right and benefit of the Company, and hereby assigns and shall be deemed to have assigned to the Company, Company or its designee, all Employeeof the Executive’s right, title, and interest in and to any and all such Inventions which Employee that have been or may solely or jointly conceive or develop or reduce be conceived, created, developed, completed, reduced to practice, or cause to be conceived otherwise made by the Executive, solely or developed or reduced to practicejointly with others, using the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period of Employeethe Executive’s employment with the Company which (a) relate in any manner to the Company’s business or actual or demonstrably anticipated research or development of the Company; (b) are suggested by, result from, or arise out of any work that the Executive may do for or on behalf of the Company; (c) result from or arise out of any Confidential Information that may have been disclosed or otherwise made available to the Executive as a result of duties assigned to the Executive by the Company; or (d) are otherwise made through the use of the time, information, equipment, facilities, supplies, or materials of the Company, even if developed, conceived, reduced to practice, or otherwise made during other than working hours (collectively referred to as “Company Inventions”). The Executive further acknowledges that all original works of authorship that are made by the Executive (solely or jointly with others) within the scope of the Executive’s employment with the Company and that are protectable by copyright are “works made Works Made for hire”, Hire,” as that term is defined in the United States Copyright Act. The Executive understands and agrees that the decision whether or not to commercialize or market any Company Inventions is within the Company’s sole discretion and for the Company’s sole benefit, and that no royalty will be due to the greatest extent permitted by applicable law, and are compensated by EmployeeExecutive as a result of the Company’s salary. All Inventions efforts to commercialize or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf market any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any such Inventions.

Assignment of Inventions. The Employee expressly understands and agrees that Employee will promptly make full written disclosure to the Company of any and all right or interest he obtains in any designs, trade secrets, technical specifications and technical date, know-how and show-how, customer and vendor lists, marketing plans, pricing policies, inventions, concepts, ideas, expressions, discoveries, inventionsimprovements and patent or patent rights which are authored, original works of authorshipconceived, developmentsdevised, designsdeveloped, work products, innovations, concepts, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, otherwise obtained by him during the period term of time Employee is employed with the Company, whether this Agreement which relate to or not during working hours or by the use arise out of the facilities of the Company (collectively referred to as “Inventions”). Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period of Employee’s his employment with the Company are “expressly regarded as "works made for hire”" (the "INVENTIONS"). The Employee hereby assigns to the Company the sole and exclusive right to such Inventions. The Employee agrees that he will promptly disclose to the Company any and all such Inventions, as that term is defined and that, upon request of the Company, the Employee will execute and deliver any and all documents or instruments and take any other action which the Company shall deem necessary to assign to and vest completely in the United States Copyright ActCompany, to perfect trademark, copyright and patent protection with respect to, or to otherwise protect the greatest extent permitted Company's trade secrets and proprietary interest in such Inventions. The obligations of the Employee under this Section shall continue beyond the termination of the Employee's employment with respect to such Inventions conceived of, reduced to practice, or developed by applicable lawthe Employee during the term of this Agreement. The Company agrees to pay any and all copyright, trademark and are compensated by Employee’s salary. All Inventions patent fees and expenses or other work product created costs incurred by the Employee or on Employee’s behalf or by Employee’s affiliates for any assistance rendered to the Company pursuant to this Agreement Section. The Employee's obligation to assign Inventions shall be free not apply to any invention about which the Employee can prove that: (i) it was developed entirely on the Employee's own time and clear effort; (ii) no equipment, supplies, facility, trade secrets or confidential information of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact was used in its development; (iii) it does not relate to execute on Employee’s behalf the business of the Company or to the Company's actual or anticipated research and development activities; and (iv) it does not result from any assignments or other documents deemed necessary work performed by the Company to protect or perfect its rights to any InventionsEmployee for the Company.

Assignment of Inventions. The Employee expressly understands and agrees that Employee will promptly make full written disclosure to the Company of any and all right or interest he or she has obtained or will obtain in any designs, trade secrets, technical specifications and technical date, know-how and show-how, customer and vendor lists, marketing plans, pricing policies, inventions, concepts, ideas, expressions, discoveries, inventionsimprovements and patent or patent rights which are authored, original works of authorshipconceived, developmentsdevised, designsdeveloped, work products, innovations, concepts, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practice, or cause otherwise obtained by him or her during the term of his or her employment with the Company which relate to be conceived or developed arise out of his or her employment with the Company, or which previously have been authored, conceived, devised, developed, reduced to practice, or otherwise obtained by him or her during the period term of time Employee is employed his or her employment with the Company, whether or not during working hours or by are expressly regarded as "works for hire" (the use of the facilities of "Inventions"). The Employee hereby assigns to the Company (collectively referred the sole and exclusive right to as “such Inventions”). The Employee further agrees that Employee he or she will hold in trust for promptly disclose to the sole right Company any and benefit all such Inventions, and that, upon request of the Company, the Employee will execute and hereby assigns deliver any and all documents or instruments and take any other action which the Company shall deem necessary to assign to and vest completely in the Company, to perfect trademark, copyright and patent protection with respect to, or its designee, all Employee’s right, title, to otherwise protect the Company's trade secrets and proprietary interest in and such Inventions. The obligations of this Section shall continue beyond the termination of the Employee's employment with respect to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce conceived of, reduced to practice, or cause to be conceived or developed or reduced to practice, using by the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period term of this Employee’s employment with 's employment. The Company agrees to pay any and all copyright, trademark and patent fees and expenses or other costs incurred by the Employee for any assistance rendered to the Company are “works made for hire”, as that term is defined in the United States Copyright Act, to the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement Section. The Employee's obligation to assign Inventions shall be free not apply to any invention which: (i) was developed entirely on the Employee's own time and clear effort; (ii) used no equipment, supplies, facility, trade secrets or confidential information of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact in its development; (iii) does not relate to execute on Employee’s behalf the business of the Company or to the Company's actual or anticipated research and development activities; and (iv) does not result from any assignments or other documents deemed necessary work performed by the Company to protect or perfect its rights to any InventionsEmployee for the Company.

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure to i. For the Company purposes of any and this Employment Agreement, the term “Work Product” shall mean, collectively, all ideaswork product, discoveriesinformation, inventions, original works of authorship, developments, designs, work products, innovations, conceptsideas, know-how, and trade secrets which relate to the Company’s current or proposed businessformula, products or research and developmenttechniques data, whether or not specifically within Employee’s duties or responsibilities with patentable, processes, designs, computer programs, photographs, illustrations, developments, trade secrets and discoveries, including improvements thereto, and all other intellectual property, including patents, trademarks, copyrights and trade secrets, that the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writingEmployee conceives, which Employee may solely or jointly conceive or develop or reduce creates, develops, makes, reduces to practice, or cause fixes in a tangible medium of expression, either alone or with others that (a) relates in any manner to the previous, existing or significantly contemplated business, work, or investigations of the Companies; (b) is or was suggested by, has resulted or will result from, or has arisen or will arise out of any work that the Employee has done or may do for or on behalf of the Companies; (c) has resulted or will result from or has arisen or will arise out of any materials or Confidential information that may have been disclosed or otherwise made available to the Employee as a result of duties assigned to the Employee by the Companies; or (d) has been or will be conceived otherwise made through the significant use of the Companies’ time, information, facilities, or developed or materials, even if conceived, created, developed, made, reduced to practice, or fixed during other than working hours. Following the termination of the Employee’s employment for any reason, the Employee agrees to make full written disclosure to the Companies of all Work Product conceived, created, developed, made, reduced to practice, or fixed in a tangible medium of expression during the period of time Employee is employed the Employee’s employment with the Company, whether or not during working hours or by the use of the facilities of the Company (collectively referred to as “Inventions”)Companies. The Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns and shall be deemed to have assigned to the Company, Companies or its their designee, all of the Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce Work Product conceived, created, developed, made, reduced to practice, or cause to be conceived or developed or reduced to practice, using fixed in a tangible medium of expression during the Companyperiod of the Employee’s time and/or materials or equipmentemployment with the Companies. The Employee further acknowledges that all original works of authorship that have been or will be made or fixed in a tangible medium of expression by the Employee (solely or jointly with others) within the scope of the above-described Inventions made during the period of Employee’s employment with the Company Companies that are protectable by copyright are “works made Works Made for hire”, Hire,” as that term is defined in the United States Copyright ActAct or under any comparable domestic or international law or regulations and as contemplated under Chapter H of the Patents Law - 1967. The Employee understands and agrees that that all such “Works Made for Hire” are owned by the Company, its successors, assigns or nominees, and that the Employee shall not be entitled to any compensation other than the Salary and specifically the Special Consideration for creation or assignment of the same to the greatest extent permitted by applicable lawCompany, its successors, assigns or nominees; it being acknowledged and are compensated by Employee’s salary. All Inventions or agreed that the Salary, the Special Consideration and all other work product created by employment terms of the Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this under the Employment Agreement shall be free constitute the sole consideration and clear of all encumbrancesremuneration for any Work Product, including including, without limitation, security interest(s)“Works Made for Hire”, licenses, liens regardless of the current or future value of the Work Product. The Employee waives any right to claim royalties or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights consideration with respect to any InventionsWork Product, including under section 134 of the Israeli Patent Law – 1967. The Employee understands and agrees that the decision whether or not to commercialize or market any Work Product is within the Companies’ sole discretion and for the Companies’ sole benefit, and that no royalty will be due to the Employee as a result of the Companies’ efforts to commercialize or market any such Work Product. This Section shall be deemed as an “agreement” for purposes of Section 134 of the Patents Law - 1967.

Assignment of Inventions. Employee agrees that Employee he will promptly make full written disclosure to the Company Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all of Employee’s right, title, and interest in and to any and all ideas, discoveries, inventions, original works of authorship, developments, concepts, improvements, designs, work productsdiscoveries, innovationsideas, conceptstrademarks or trade secrets, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writinglaws, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, as a result of and within the scope of his duties as an Employee of the Company and during the period of time Employee is employed with in the Company, whether or not during working hours or by the use of the facilities employ of the Company (collectively referred to as “Company Inventions”). Employee further agrees that Employee will hold , except as provided in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipmentSection 6(f) below. Employee further acknowledges that all original works of authorship which are made by him (solely or jointly with others) within the above-described Inventions made scope of and during the period of Employee’s his employment with the Company Company, and which are protectable by copyright, are “works made for hire”, ,” as that term is defined in the United States Copyright Act, . Employee understands and agrees that the decision whether or not to the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All commercialize or market any Company Inventions or other work product created developed by Employee solely or on Employeejointly with others is within the Company’s behalf sole discretion and for the Company’s sole benefit and that no royalty will be due to Employee as a result of the Company’s efforts to commercialize or market any such Inventions. The parties agree that any and all inventions, original works of authorship, development, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws which are made by Employee’s affiliates pursuant Employee (solely or jointly with others) that are not within the scope of his duties for the Company (i.e., not during the time that he is actually performing duties for the Company) (collectively referred to as “non-Company Inventions”) shall not be subject to this Agreement paragraph and shall be free the sole property of Employee and clear of all encumbrancesthat he shall have the sole right, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for title and interest in this Agreement. Employee hereby appoints the any such non-Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any Inventions.

Assignment of Inventions. The Employee expressly understands and agrees that Employee will promptly make full written disclosure to the Company of any and all right or interest he obtains in any designs, research, copyrights, trade secrets, technical specifications, software programs, software and systems documentation, designs, flowcharts, logic diagrams, software methodologies and algorithms, technical data, know-how and show-how, internal reports and memoranda, customer and vendor lists, marketing plans, pricing policies, inventions, concepts, ideas, expressions, discoveries, inventionsimprovements and patent or patent rights which are authored, original works of authorshipconceived, developmentsdevised, designsdeveloped, work products, innovations, concepts, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, otherwise obtained by him during the period term of time Employee is employed with the Company, whether this Covenant which relate to or not during working hours or by the use arise out of the facilities of the Company (collectively referred to as “Inventions”). Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period of Employee’s his employment with the Company are “expressly regarded as "works made for hire”" (the "Work Product"). The Employee hereby assigns to the Company the sole and exclusive right to such Work Product. The Employee agrees that he will promptly disclose to the Company any and all such Work Product, as that term is defined and that, upon request of the Company, the Employee will execute and deliver any and all documents or instruments and take any other action which the Company shall deem necessary to assign to and vest completely in the United States Copyright ActCompany, to perfect trademark, copyright and patent protection with respect to, or to otherwise protect the greatest extent permitted Company's trade secrets and proprietary interest in such Work Product. The obligations of this Section shall continue beyond the termination of the Employee's employment with respect to such Work Product conceived of, reduced to practice, or developed by applicable lawthe Employee during the term of this Covenant. The Company agrees to pay any and all copyright, trademark and are compensated by Employee’s salary. All Inventions patent fees and expenses or other work product created costs incurred by the Employee or on Employee’s behalf or by Employee’s affiliates for any assistance rendered to the Company pursuant to this Agreement shall be free and clear of all encumbrancesSection. In the event the Company is unable, including without limitationafter reasonable effort, security interest(s)to secure Employee's signature on any letters patents, licenses, liens copyright or other restrictions analogous protection relating to the Work Product, whether because of Employee's physical or mental incapacity or for any other than as expressly provided for in this Agreement. reason whatsoever, Employee hereby irrevocably designates and appoints the Company and its duly authorized officer and agent as Employee’s 's agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an interest and irrevocable and shall survive Employee's death or incapacity), to act for and in Employee's behalf and stead to execute on Employee’s behalf and file any assignments such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letter patent, copyright or other documents deemed necessary analogous protection thereon with the same legal force and effect as if executed by the Company to protect or perfect its rights to any InventionsEmployee.

Assignment of Inventions. Employee agrees I agree that Employee I will promptly make full written disclosure to the Company Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and to any and all ideas, discoveries, inventions, original works of authorship, developments, concepts, improvements, designs, work productsdiscoveries, innovationsideas, conceptstrademarks or trade secrets, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writinglaws, which Employee I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the entire period of time Employee is employed with I am in the Company, whether or not during working hours or by the use of the facilities employ of the Company (whether before or after the execution of this Agreement) (collectively referred to as “Inventions”). Employee I further agrees acknowledge that Employee will hold in trust for the sole right and benefit all original works of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions authorship which Employee may are made by me (solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using with others) within the Company’s time and/or materials or equipment. Employee further acknowledges that all scope of the above-described Inventions made and during the period of Employee’s my employment with the Company (whether before or after the execution of this Agreement) and which are protectible by copyright are “works made for hire”, ,” as that term is defined in the United States Copyright Act, . Employee understands that this means that the Company will have the right to undertake any of the greatest extent permitted actions set forth in Section 106 of the United States Copyright Act (17 U.S.C. § 106) with respect to such copyrightable works prepared by applicable law, and are compensated by Employee within the scope of Employee’s salaryemployment. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to understands that this Agreement shall be free and clear of all encumbrancesincludes, including without limitation, security interest(s)the right to sell, licenseslicense, liens use, reproduce and have reproduced, create derivative works of, distribute, display, transmit and otherwise commercially exploit such copyrightable works by all means without further compensating the Employee. I understand and agree that the decision whether or other restrictions other than not to commercialize or market any invention developed by me solely or jointly with others is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty will be due to me as expressly provided for in this Agreement. Employee hereby appoints a result of the Company as EmployeeCompany’s attorney-in-fact efforts to execute on Employee’s behalf commercialize or market any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any Inventionssuch invention.

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure to the Company of any and all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or by the use of the facilities of the Company (collectively referred to as “Inventions”). Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns assign (or, for future inventions, agree to assign) to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions inventions, original works of authorship, writings, developments, concepts, improvements, designs, discoveries, ideas, processes, formulas, data, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which Employee may solely or jointly conceive or develop or reduce to practicepractice within the scope of Employee’s employment, or cause to be conceived or developed or reduced to practice, using during the Companyperiod of time Employee is employed by the Company (collectively referred to as “Inventions”), except as provided in Section 2(f) below. Employee agrees that Company will exclusively own all work product that is made by Employee (solely or jointly with others) within the scope of Employee’s time and/or materials or equipmentemployment. Employee further acknowledges that all original works of authorship which are made by Employee (solely or jointly with others) within the above-described Inventions made scope of and during the period of Employee’s employment with the Company and which are protectable by copyright are “works made for hire”, ,” as that term is defined in the United States Copyright Act, . Employee understands and agrees that the decision whether or not to the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All Inventions commercialize or other work product created market any Invention developed by Employee solely or on Employeejointly with others is within the Company’s behalf sole discretion and for the Company’s sole benefit and that no royalty will be due to Employee as a result of the Company’s efforts to commercialize or by Employee’s affiliates pursuant to market any such Invention. Employee acknowledges and agrees that nothing in this Agreement shall be free and clear of all encumbrancesdeemed to grant, including without limitationby implication, security interest(s)estoppel or otherwise, licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by a license from the Company to protect me to make, use, license, or perfect its rights to transfer in any Inventionsway an existing or future Invention.

Assignment of Inventions. Employee (i) Subject to Section 4(b)(ii), the Executive hereby assigns and agrees that Employee will promptly make full written disclosure to assign in the future (when any such Invention or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company of any and all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or by the use of the facilities of the Company (collectively referred to as “Inventions”). Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all EmployeeExecutive’s right, title, title and interest in and to any and all such Inventions which Employee may solely (and all Proprietary Right with respect thereto) whether or jointly conceive not patentable or develop registerable under copyright or reduce to practicesimilar statues, made or cause to be conceived or developed or reduced to practicepractice or learned by the Executive, either alone or jointly with others, prior to the date of this Agreement and during the Term of Employment. Inventions assigned to the Company, or to a third party as directed by the Company pursuant to this Section 4(b), are hereinafter referred to as “Company Inventions”. The Company may (in its sole discretion and without obligation to do so), pursuant to established policy of the Company or its affiliates, agree to provide additional consideration for certain Inventions through a written agreement between the Company and the Executive which specifically provides for such consideration only after such Inventions contribute to financial benefit of the Company or its affiliates; in all other cases, no consideration shall be paid. The Inventions shall be the sole property of the Company, whether or not copyrightable or patentable or in a commercial stage of development. To the extent allowed by law, this assignment of Inventions includes Moral Rights. The Executive also agrees to assign all his right, title and interest in and to any particular Company Invention to a third party, including without limitation the United States, as directed by the Board of Directors of the Company. During the Term of Employment, the Executive will promptly disclose to the Company fully and in writing all Inventions authored, conceived or reduced to practice by the Executive, either alone or jointly with others. (ii) The Executive recognizes that this Agreement will not be deemed to require assignment of any invention that is developed entirely on the Executive’s own time without using the Company’s time and/or materials equipment, supplies, facilities, Proprietary Information, or equipment. Employee further acknowledges that all of Third Party Information, which is not related to Company’s actual or anticipated business, research and development, and which does not result from work performed by the above-described Inventions made during Executive for the period of Employee’s employment with Company. (iii) In the event any Invention shall be deemed by the Company are “works made for hire”to be copyrightable, as that term is defined patentable or otherwise registrable or patentable the Executive shall assist the Company (at its expense) in every way deemed necessary or desirable by the United States Copyright Act, Company to protect the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrancesthroughout the world, including without limitation, security interest(s)performing acts necessary for obtaining, licensesmaintaining and enforcing any applicable registrations and vesting the Company with full title. Should the Company be unable to secure the Executive’s signature on any document necessary to apply for, liens obtain, or enforce any trademark, copyright, patent or other restrictions right or protection relation to any Invention, due to the Executive’s incapacity or any other than as expressly provided for in this Agreement. Employee cause, the Executive hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as Employee’s his agent and attorney-in-fact to execute on Employee’s behalf any assignments do all lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, or other documents deemed necessary rights or protection with the same force and effect as if executed and delivered by the Company to protect or perfect its rights to any InventionsExecutive.

Assignment of Inventions. Employee agrees I agree that Employee will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company of any or its designee, all right, title and interest in all ideasinventions, discoveries, inventionsdesigns, original works of authorship, processes, formulas, computer software programs, databases. developments, designs, work products, innovations, concepts, know-how,improvements or trade secrets, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under patent, copyright or similar laws and whether in China or not reduced to writinganywhere else in the world, which Employee I may solely or jointly conceive or develop or reduce to practice, practice :or cause to be he conceived or developed or reduced to practice, during the period of time Employee is employed with I am in the Company, employ or the Company (whether or not during working hours business hours) that are either related to the scope of my employment with the Company or by the use make use, in any manner, of the facilities resources of the Company Group (collectively referred to as “Inventions”). Employee further agrees I acknowledge that Employee will hold in trust for the Company shall be the sole right owner of all rights, title and benefit interest in the Inventions created hereunder. I agree that I will promptly make full written disclosure to the Company, during the period of time in which I am in the employ of the Company (whether or not during business hours), the Inventions created by me (either solely or jointly with others) that are not related to the scope of my employment with the Company, and hereby assigns assign to the Company, Company or its designee, all Employee’s rightmy right in the Inventions to the Company or its designee. In the event the foregoing assignment of Inventions to the Company is ineffective for any reason, titleeach member of the Company Group is hereby granted and shall have a royalty-tree, sublicensable, transferable, irrevocable, perpetual, worldwide license to make, have made, modify. use, sell and interest otherwise exploit such Inventions as part of or in connection with any product, process or machine. I also hereby forever waive and agree never to assert any and all such rights I may have in or with respect to any Inventions. Even after termination of my employment with the Company, I further acknowledge that all Inventions which Employee may created by me (solely or jointly conceive or develop or reduce with others), to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period of Employee’s employment with the Company extent permitted by applicable law...are “works made for hire”, ” or “inventions made for hire.” as that term is those terms may he defined in the United States People’s Republic of China (“PRC”) Copyright ActLaw, to the greatest extent permitted by applicable lawPRC Patent Law and the Regulations on Computer Software Protection, respectively, and all titles, rights and interests in or to such Inventions are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for vested in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any InventionsCompany.

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure to the Company of any and all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or by the use of the facilities of the Company (collectively referred to as “Inventions”). Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns assign (or, for future inventions, agree to assign) to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions inventions, original works of authorship, writings, developments, concepts, improvements, designs, discoveries, ideas, processes, formulas, data, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which Employee may solely or jointly conceive or develop or reduce to practicepractice within the scope of Employee’s employment, or cause to be conceived or developed or reduced to practice, using during the Companyperiod of time Employee is employed by the Company (collectively referred to as “Inventions”), except as provided in Section 2(f) below. Employee agrees that Company will exclusively own all work product that is made by Employee (solely or jointly with others) within the scope of Employee’s time and/or materials or equipmentemployment. Employee further acknowledges that all original works of authorship which are made by Employee (solely or jointly with others) within the above-described Inventions made scope of and during the period of Employee’s employment with the Company and which are “protectable by copyright are "works made for hire”, ," as that term is defined in the United States Copyright Act, . Employee understands and agrees that the decision whether or not to the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All Inventions commercialize or other work product created market any Invention developed by Employee solely or on Employee’s behalf jointly with others is within the Company's sole discretion and for the Company's sole benefit and that no royalty will be due to Employee as a result of the Company's efforts to commercialize or by Employee’s affiliates pursuant to market any such Invention. Employee acknowledges and agrees that nothing in this Agreement shall be free and clear of all encumbrancesdeemed to grant, including without limitationby implication, security interest(s)estoppel or otherwise, licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by a license from the Company to protect me to make, use, license, or perfect its rights to transfer in any Inventionsway an existing or future Invention.

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure I agree to assign and hereby assign to the Company of any and upon creation all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or by the use of the facilities of the Company (collectively referred to as “Inventions”). Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s my right, title, title and interest in and to any and all inventions, trade secrets, confidential and proprietary information, and work-product I conceive, create or develop, whether or not eligible for or covered by patent, copyright or trade secret protection (collectively, “Inventions”) and whether or not such Inventions constitute works for hire or would otherwise belong to the Company by operation of law, which Employee may solely or jointly conceive or develop or reduce (i) are related to practice, or cause to be conceived or developed or reduced to practice, using the Company’s actual or demonstrably anticipated business or research and development or (ii) were developed during Company time and/or materials or equipment. Employee further acknowledges using Company resources, that all of the above-described Inventions made become known to, or are made, conceived, reduced to practice or learned by me, either alone or jointly with others, during the period of Employee’s my employment with the Company (“Company Inventions”). All original works of authorship which are made by me (solely or jointly with others) within the scope of my employment and which are protectable by copyright are “works made for hire”, as that term is defined in the ” pursuant to United States Copyright ActAct (17 U.S.C. §101). I further waive any moral rights, if any, I may have in any copyrightable subject matter of any Company Inventions. I will keep an adequate and current record of all Proprietary Information and Company Inventions, which records shall be the property of the Company. I will not incorporate any non-assignable inventions (defined below) or Prior Inventions (defined below) into any work I perform for the Company without the Company’s prior written consent, and, if I do, the Company is hereby granted a nonexclusive, royalty-free, irrevocable, perpetual, fully-paid, worldwide license (with rights to sublicense) in and to all present and future rights in the same. I will promptly disclose to the Company all inventions I develop by myself or jointly with others which I believe are “non-assignable inventions” under applicable law. For clarity, work or inventions I made prior to the commencement of my employment with the Company which are owned in whole or in part by me are described on the signature page hereto; or, if left blank, I affirm there are no such “Prior Inventions.” During my employment and thereafter, I will assist the Company in every proper way to obtain and enforce its intellectual property rights, it being understood that the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me and for any reasonable expenses actually incurred by me at the Company’s request. If the Company is unable for any reason to secure my signature in connection with obtaining or enforcing the Company’s intellectual property rights, then I hereby irrevocably appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to the greatest extent permitted by applicable law, act on my behalf and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf and file any assignments or required documents and to do all other documents deemed necessary lawfully permitted acts in furtherance thereof as if done by the Company to protect or perfect its rights to any Inventionsme.

Assignment of Inventions. Employee agrees I agree that Employee I hereby assign and will promptly make full written disclosure assign to the Company of Company, or its designee, all my right, title and interest in and to any and all ideas, discoveries, inventions, original works of authorship, developments, concepts, improvements, designs, work productsdiscoveries, innovationsideas, conceptstrademarks or trade secrets, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether laws, that I may have solely or not jointly conceived or developed or reduced to writingpractice, which Employee or caused to be conceived or developed or reduced to practice, or that I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with I am in the Company, whether or not during working hours or by the use of the facilities employ of the Company (whether before or after the execution of this Agreement and including during “off-duty” hours) (collectively referred to as “Inventions”). Employee I further agrees acknowledge that Employee will hold in trust for the sole right all original works of authorship that have been and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may are made by me (solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using with others) within the Company’s time and/or materials or equipment. Employee further acknowledges that all scope of the above-described Inventions made and during the period of Employee’s my employment with the Company (whether before or after the execution of this Agreement) and which are protectable by copyright are “works made for hire”, ,” as that term is defined in the United States Copyright Act. I understand and agree that the decision whether or not to commercialize or market any invention developed by me solely or jointly with others is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty or other compensation will be due to me as a result of the Company’s efforts to commercialize or market any such Invention. I hereby waive and agree never to assert any Moral Rights in or with respect to any and all of the Inventions that may exist anywhere in the world, together with all claims for damages and other remedies asserted on the basis of Moral Rights. “Moral Rights” means any right to claim authorship to or to object to any distortion, mutilation, or other modification or other derogatory action in relation to a work, whether or not such action would be prejudicial to the greatest extent permitted by applicable lawauthor’s reputation, and are compensated by Employee’s salary. All Inventions any similar right, existing under common or other work product created by Employee statutory law of any country in the world or on Employee’s behalf under any treaty, regardless of whether or by Employee’s affiliates pursuant not such right is denominated or generally referred to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any Inventionsa “moral right.”

Assignment of Inventions. Employee agrees that Employee will Executive shall promptly make full full, written disclosure to the Company Company, will hold in trust for the sole right and benefit of the Company, and hereby irrevocably transfers and assigns, and agrees to transfer and assign, to the Company, or its designee, all his rights, title and interest in and to any and all ideas, discoveries, inventions, original works of authorship, developments, concepts, improvements, designs, work productsdiscoveries, innovationsideas, conceptstrademarks (and all associated goodwill), know-howmask works, and or trade secrets which relate to the Company’s current or proposed business, products or research and developmentsecrets, whether or not specifically within Employee’s duties they may be patented or responsibilities with the Company and whether or not patentable or registrable registered under copyright or similar laws and whether or not reduced to writinglaws, which Employee Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or Executive’s employment by the use of the facilities of the Company (collectively referred to as the “Inventions”). Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee Executive further acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) within the above-described Inventions made scope of and during the period of Employeehis employment with the Company and which may be protected by copyright are “Works Made For Hire” as that term is defined by the United States Copyright Act. Executive understands and agrees that the decision whether to commercialize or market any Invention developed by Executive solely or jointly with others is within the Company’s sole discretion and the Company’s sole benefit and that no royalty will be due to Executive as a result of the Company’s efforts to commercialize or market any such invention. Executive recognizes that Inventions relating to his activities while working for the Company and conceived or made by Executive, whether alone or with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived during Executive’s employment with the Company and are “works made for hire”to be, as that term is defined in the United States Copyright Actand hereby are, assigned to the greatest extent permitted by applicable lawCompany unless and until Executive has established the contrary. The requirements of this Section 8.B. do not apply to any intellectual property for which no equipment, supplies, facility or trade secret information of the Company was used, and are compensated by Employeewhich was developed entirely on the Executive’s salary. All Inventions own time, and (i) which does not relate (x) directly to the Company’s business or other (y) to the Company’s actual or demonstrably anticipated research and development or (ii) which does not result from any work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided the Executive performed for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any InventionsCompany.

Assignment of Inventions. Employee agrees that Employee will shall promptly make full full, written disclosure to the Company Company, will hold in trust for the sole right and benefit of the Company, and hereby irrevocably transfers and assigns, and agrees to transfer and assign, to the Company, or its designee, all his right, title and interest in and to any and all ideas, discoveries, inventions, original works of authorship, developments, concepts, improvements, designs, work productsdiscoveries, innovationsideas, conceptstrademarks (and all associated goodwill), know-howmask works, and or trade secrets which relate to the Company’s current or proposed business, products or research and developmentsecrets, whether or not specifically within Employee’s duties they may be patented or responsibilities with the Company and whether or not patentable or registrable registered under copyright or similar laws and whether or not reduced to writinglaws, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or Employee’s employment by the use of the facilities of the Company (collectively referred to as the “Inventions”). Employee further agrees acknowledges that all original works of authorship which are made by Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may (solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using with others) within the Company’s time and/or materials or equipment. Employee further acknowledges that all scope of the above-described Inventions made and during the period of his employment with the Company and which may be protected by copyright are “Works Made For Hire” as that term is defined by the United States Copyright Act. Employee understands and agrees that the decision whether to commercialize or market any Invention developed by Employee solely or jointly with others is within the Company’s sole discretion and the Company’s sole benefit and that no royalty will be due to Employee as a result of the Company’s efforts to commercialize or market any such invention. Employee recognizes that Inventions relating to his activities while working for the Company and conceived or made by Employee, whether alone or with others, within one (1) year after cessation of Employee’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Employee acknowledges and agrees that such Inventions shall be presumed to have been conceived during Employee’s employment with the Company and are “works made for hire”to be, as that term is defined in the United States Copyright Actand hereby are, assigned to the greatest extent permitted by applicable law, Company unless and are compensated by Employee’s salary. All Inventions or other work product created by until Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints has established the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any Inventionscontrary.

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure I agree to and do hereby assign to the Company of any and all ideasinventions, discoveries, inventions, original works of authorship, developments, designs, work productsformulas, innovationsmodifications, conceptsimprovements, new ideas, business methods, processes, algorithms, software programs, know-howhow or trade secrets, or other works or concepts, and trade secrets which all intellectual property rights therein, whether recorded in a written document, electronically, or not recorded at all, and whether or not protectable and/or elected by the Company to be protected as intellectual property that I make, conceive, develop, reduce to practice, or author (alone or in conjunction with others) during my employment with the Company that (1) relate to the Company’s current or proposed business, products or to actual or demonstrably anticipated research and development, whether or not specifically within Employee’s duties or responsibilities with development of the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or by (2) involve the use of the facilities any time, material, information, or facility of the Company (collectively referred to as “Inventions”). Employee further agrees that Employee I will hold also promptly disclose in trust for the sole right and benefit of the Company, and hereby assigns writing complete information regarding each Invention to the Company. I further agree that all Inventions shall be deemed part of the Confidential Information. I agree that all copyrightable Inventions shall be deemed “works made for hire” under the United States Copyright Act, or its designee, provided that in the event and to the extent such Inventions are determined not to constitute “works made for hire,” I hereby irrevocably assign and transfer to the Company all Employee’s rightrights, title, and interest in such Inventions. To the extent this TSA does not assign moral rights in any such Inventions, I hereby irrevocably waive such moral rights and agree not to enforce such moral rights against the Company. I hereby acknowledge having received notification that this Section VII does not obligate me to assign to the Company any rights in inventions that I developed entirely on my own time and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, without using the Company’s equipment, supplies, facilities, or trade secret information unless those inventions either (i) relate at the time and/or materials the invention was made to the Company’s business or equipment. Employee further acknowledges that all to actual or demonstrably anticipated research or development of the above-described Inventions made Company; or (ii) result from any work performed by me for the Company. I agree to give the Company, without charge and at the Company’s expense, both during and after my employment, all assistance it reasonably requires to evidence, establish, maintain, perfect, protect, and use the period of Employee’s employment with the Company are “works made for hire”, as that term is defined in the United States Copyright Act, rights to the greatest extent permitted by applicable lawInventions. Notwithstanding the foregoing, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than I hereby irrevocably appoint Xxxxx Xxxxx as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact (coupled with an interest) to execute any such documents on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights my behalf. I further agree that I shall not be entitled to any additional compensation with respect to any and all Inventions.

Assignment of Inventions. Employee (i) For purposes of this Agreement, the term “Work Product” shall mean, collectively, all work product, information, inventions, original works of authorship, ideas, know-how, formula, techniques data, whether or not patentable, processes, designs, computer programs, photographs, illustrations, developments, trade secrets and discoveries, including improvements thereto, and all other intellectual property, including patents, trademarks, copyrights and trade secrets, that Executive conceives, creates, develops, makes, reduces to practice, or fixes in a tangible medium of expression, either alone or with others that (a) relates in any manner to the previous, existing or significantly contemplated business, work, or investigations of the Company; (b) is or was suggested by, has resulted or will result from, or has arisen or will arise out of any work that Executive has done or may do for or on behalf of the Company; (c) has resulted or will result from or has arisen or will arise out of any materials or Confidential Information that may have been disclosed or otherwise made available to Executive as a result of duties assigned to Executive by the Company; or (d) has been or will be otherwise made through the significant use of the Company’s time, information, facilities, or materials, even if conceived, created, developed, made, reduced to practice, or fixed during other than working hours. Following the termination of Executive’s employment for any reason, Executive agrees that Employee will promptly to make full written disclosure to the Company of any and all ideasWork Product conceived, discoveriescreated, inventionsdeveloped, original works of authorshipmade, developments, designs, work products, innovations, concepts, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, fixed in a tangible medium of expression during the period of time Employee is employed with the Company, whether or not during working hours or by the use of the facilities of Employment Period. Executive hereby assigns and shall be deemed to have assigned to the Company (collectively referred to as “Inventions”). Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employeeof Executive’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce Work Product conceived, created, developed, made, reduced to practice, or cause to be conceived or developed or reduced to practice, using fixed in a tangible medium of expression during the Company’s time and/or materials or equipmentEmployment Period. Employee Executive further acknowledges that all original works of authorship that have been or will be made or fixed in a tangible medium of expression by Executive (solely or jointly with others) within the above-described Inventions made during the period scope of EmployeeExecutive’s employment with the Company that are protectable by copyright are “works made Works Made for hire”, Hire,” as that term is defined in the United States Copyright ActAct or under any comparable domestic or international law or regulations. Executive understands and agrees that that all such “Works Made for Hire” are owned by the Company, its successors, assigns or nominees, and that Executive shall not be entitled to any compensation other than the Base Salary for creation or assignment of the same to the greatest extent permitted by applicable lawCompany, its successors, assigns or nominees; it being acknowledged and are compensated by Employee’s salary. All Inventions or agreed that the Base Salary and all other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to compensation and employment terms of Executive under this Agreement shall be free constitute the sole consideration and clear of all encumbrancesremuneration for any Work Product, including including, without limitation, security interest(s)“Works Made for Hire”, licenses, liens regardless of the current or future value of the Work Product. Executive waives any right to claim royalties or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights consideration with respect to any InventionsWork Product. Executive understands and agrees that the decision whether or not to commercialize or market any Work Product is within the Company’s sole discretion and for the Company’s sole benefit, and that no royalty will be due to Executive as a result of the Company’s efforts to commercialize or market any such Work Product.

Assignment of Inventions. Employee agrees that Employee Executive will promptly make full written disclosure to the Company Company, and hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all Executive’s right, title, and interest in and to any and all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-howimprovements or trade secrets, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writinglaws, which Employee Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee Executive is employed with the Company, whether or not during working hours or by the use of the facilities engaged as an employee of the Company (collectively referred to as “Inventions”). Employee further agrees that Employee This duty applies whether or not the forgoing Inventions are made or prepared in the course of employment with the Company, so long as such Inventions relate to the business of the Company and have been developed in whole or in part during the term of Executive’s employment. These Inventions will hold in trust for be the sole right and benefit exclusive property of the Company, and Executive will and hereby assigns does assign all Executive’s right, title and interest in such Inventions to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee Executive further acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) within the above-described Inventions made scope of and during the period of EmployeeExecutive’s employment arrangement with the Company and which are protectable by copyright are “works made for hire”, ,” as that term is defined in the United States Copyright Act. Notwithstanding any provision of this Agreement, Executive shall not be required to assign, nor shall Executive be deemed to have assigned, any of Executive’s rights in any Invention that Executive develops entirely on her own time without using the Company’s equipment, supplies, facilities, or trade secrets, except for Inventions that either: (1) relate, at the time that the Invention is conceived or reduced to practice, to the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear business of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact or to execute on Employee’s behalf actual or demonstrably anticipated research or development of the Company; or (2) result from any assignments or other documents deemed necessary work performed by Executive for the Company to protect or perfect its rights to any InventionsCompany.

Assignment of Inventions. Employee (a) The Executive acknowledges and agrees that Employee will promptly make full written disclosure all ideas, methods, inventions, discoveries, improvements, work products or developments, whether patentable or unpatentable, that relate to the Executive's work with the Company, made or conceived by the Executive, solely or jointly with others, while employed by the Company (collectively, "Inventions"), shall belong exclusively to the Company of any and all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-how, and trade secrets which relate to the Company’s current (or proposed business, products or research and developmentits designee), whether or not specifically patent applications are filed thereon; provided that any such Inventions which are made, disclosed, reduced to tangible or written form or description or are reduced to practice by the Executive any time within Employee’s duties one year after the Employment Term and which pertain to the business carried on or responsibilities with products or services being sold or developed by the Company or any of its affiliates at the time of the expiration or termination of the Employment Term and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practicewere, or cause to be conceived are derived from, Inventions worked on or developed or reduced to practice, during by the period of time Employee is Executive while employed with by the Company, shall be presumed to have been made during such employment. (b) The Executive shall assign to the Company such Inventions and all patents that may issue thereon in any and all countries, whether during or not during working hours subsequent to the Employment Term, together with the right to file, in the Executive's name or by in the use of the facilities name of the Company (collectively referred to as “Inventions”or its designee), applications for patents and equivalent rights (the "Applications"). Employee further agrees that Employee The Executive shall, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be reasonably requested from time to time by the Company with respect to the Inventions, and the Executive shall also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit; provided, however, the Executive shall be reasonably compensated for his time and reimbursed for any out-of-pocket expenses incurred (including reasonable attorneys' fees) in rendering such assistance or giving or preparing to give such testimony. The Executive shall also provide any information, such as passwords or codes, necessary to allow the Company to fully utilize its property. (c) The Inventions will hold in trust be deemed Work for Hire, as such term is defined under the sole right and benefit copyright law of the United States, on behalf of the Company, and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or its designeehereinafter devised, all Employee’s rightthroughout the universe and in perpetuity, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period of Employee’s employment with the Company are “works made for hire”, as that term is defined in the United States Copyright Act, to the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrancesInventions, including without limitation, security interest(s)all of the Executive's rights, licensestitle and interests in the copyrights (and all renewals, liens revivals and extensions thereof) to the Inventions, including without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other restrictions other than as expressly provided for unauthorized xxe or conduct in this Agreementderogation of the Inventions, known or unknown, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom. Employee In addition, the Executive hereby appoints waives any so-called "moral rights" with respect to the Company as Employee’s attorney-in-fact Inventions. (d) The Executive hereby waives any and all currently existing and future monetary rights in and to execute on Employee’s behalf the Inventions and all patents that may issue thereon, including, without limitation, any assignments rights that would otherwise accrue to the Executive's benefit by virtue of the Executive being an employee of, or other documents deemed necessary by service provider to, the Company to protect or perfect its rights to any InventionsCompany.

Assignment of Inventions. Employee agrees that Employee will shall promptly make full full, written disclosure to the Company Company, will hold in trust for the sole right and benefit of the Company, and hereby irrevocably transfers and assigns, and agrees to transfer and assign, to the Company, or its designee, all his/her right, title and interest in and to any and all ideas, discoveries, inventions, original works of authorship, developments, concepts, improvements, designs, work productsdiscoveries, innovationsideas, conceptstrademarks (and all associated goodwill), know-howmask works, and or trade secrets which relate to the Company’s current or proposed business, products or research and developmentsecrets, whether or not specifically within Employee’s duties they may be patented or responsibilities with the Company and whether or not patentable or registrable registered under copyright or similar laws and whether or not reduced to writinglaws, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or Employee’s employment by the use of the facilities of the Company (collectively referred to as the “Inventions”). Employee further agrees acknowledges that all original works of authorship which are made by Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may (solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using with others) within the Company’s time and/or materials or equipment. Employee further acknowledges that all scope of the above-described Inventions made and during the period of his/her employment with the Company and which may be protected by copyright are “Works Made For Hire” as that term is defined by the United States Copyright Act. Employee understands and agrees that the decision whether to commercialize or market any Invention developed by Employee solely or jointly with others is within the Company’s sole discretion and the Company’s sole benefit and that no royalty will be due to Employee as a result of the Company’s efforts to commercialize or market any such invention. Employee recognizes that Inventions relating to his or her activities while working for the Company and conceived or made by Employee, whether alone or with others, within one year after cessation of Employee’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Employee acknowledges and agrees that such Inventions shall be presumed to have been conceived during Employee’s employment with the Company and are “works made for hire”to be, as that term is defined in the United States Copyright Actand hereby are, assigned to the greatest extent permitted by applicable law, Company unless and are compensated by Employee’s salary. All Inventions or other work product created by until Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints has established the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any Inventionscontrary.

Assignment of Inventions. The Employee hereby agrees that Employee will promptly make full written disclosure to the Company of any and all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-how, and improvements or trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and (whether or not patentable or registrable under copyright or similar laws and whether laws), conceived, developed or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practice, or cause caused to be conceived or developed or reduced to practicepractice by the Employee (whether at the request or suggestion of the Company or otherwise, whether alone or in conjunction with others, and whether during regular working hours or otherwise) during the period of time Employee is employed his employment with the Company, whether which may be directly or not during working hours indirectly useful in, or relate to, the Business (collectively, the “Inventions”) shall be promptly and fully disclosed by the use Employee to the Board of the facilities Directors of the Company (collectively referred to as the “InventionsBoard”). Employee further agrees that Employee will hold in trust for the sole right , and benefit of shall be the Company’s exclusive property as against the Employee. The Employee shall promptly deliver to the Board all papers, drawings, models, data and other material relating to any invention made, developed or created by him as aforesaid. The Employee hereby assigns to the Company, or its designee, all Employee’s of his right, title, title and interest in and to any and all such Inventions which to the Company and hereby agrees to execute and deliver such agreements, certificates, assignments or other documents as may be necessary to effect the assignment to the Company of any and all such Inventions as contemplated by this Paragraph 9. the Employee may solely or jointly conceive or develop or reduce to practiceshall, or cause to be conceived or developed or reduced to practice, using upon the Company’s time and/or materials request and without any payment therefor, execute any documents necessary or equipmentadvisable in the opinion of the Company’s counsel to direct issuance of patents or copyrights of the Company with respect to such Inventions as are to be in the Company’s exclusive property as against the Employee under this Paragraph 9 or to vest in the Company title to such Inventions as against the Employee, the expense of securing any such patent or copyright, to be borne by the Company. The Employee further acknowledges that all original works of authorship which are made by the above-described Inventions made Employee (solely or jointly with others) within the scope of and during the period of Employee’s his employment with the Company and which are protectable by copyright are “works made for hire”, ,” as that term is defined in the United States Copyright Act, to the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any Inventions.

Assignment of Inventions. Employee agrees that Employee Executive will promptly make full written disclosure to the Company Company, and hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all Executive’s right, title, and interest in and to any and all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-howimprovements or trade secrets, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writinglaws, which Employee Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee Executive is employed with the Company, whether or not during working hours or by the use of the facilities engaged as an employee of the Company (collectively referred to as “Inventions”). Employee further agrees that Employee This duty applies whether or not the forgoing Inventions are made or prepared in the course of employment with the Company, so long as such Inventions relate to the business of the Company and have been developed in whole or in part during the term of Executive’s employment. These Inventions will hold in trust for be the sole right and benefit exclusive property of the Company, and Executive will and hereby assigns does assign all Executive’s right, title and interest in such Inventions to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee Executive further acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) within the above-described Inventions made scope of and during the period of EmployeeExecutive’s employment arrangement with the Company and which are protectable by copyright are “works made for hire”, ,” as that term is defined in the United States Copyright Act. Notwithstanding any provision of this Agreement, Executive shall not be required to assign, nor shall Executive be deemed to have assigned, any of Executive’s rights in any Invention that Executive develops entirely on his own time without using the Company’s equipment, supplies, facilities, or trade secrets, except for Inventions that either: (1) relate, at the time that the Invention is conceived or reduced to practice, to the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear business of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact or to execute on Employee’s behalf actual or demonstrably anticipated research or development of the Company; or (2) result from any assignments or other documents deemed necessary work performed by Executive for the Company to protect or perfect its rights to any InventionsCompany.

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure (a) Suzuken shall inform Given Japan of any Invention (as defined below) relating to the Company of any Product and, at Given Japan's request and expense, Suzuken hereby expressly assigns all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or by the use of the facilities of the Company (collectively referred to as “Inventions”). Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, titles and interest interests in and to any Inventions (defined below) to Given Imaging and shall execute any necessary assignment, patents forms, trade marks, and the like and will assist in the drafting of any description or specification of the Invention as may be required for Given Imaging's records and in connection with any application for patents. Suzuken shall treat all information relating to any Invention as Confidential Information. While, where relevant, the name of the Inventor on the Patent Applications will be that of the inventor, Given Imaging shall be the exclusive owner of any invention, trademark, copyright, improvement know-how or other intellectual property which shall be developed by Suzuken using any Confidential Information (defined below) of Given Japan or Given Imaging or with the involvement of any personnel of Given Japan or Given Imaging ("Inventions"), and of any patent, patent application, trademark, copyright and such Inventions which Employee may solely other rights therein, without any additional compensation to Suzuken. It is understood that Given Japan shall pay Suzuken any expense incurred by it in assisting it, at its request, in obtaining patent, trademark, copyright or jointly conceive or develop or reduce other protection hereunder. Given Imaging's rights shall be world-wide and shall attach to practice, or cause to be conceived or developed any such Invention notwithstanding that it is perfected or reduced to practicespecific form after Suzuken has ceased its services hereunder, using the Company’s time and/or materials or equipment. Employee further acknowledges provided that all of the above-described Inventions made its conception during the period term hereof. (b) Without derogating from section 7.4(a), Given Imaging shall have sole and exclusive ownership rights in any results and information relating to, arising out of Employee’s employment or resulting from the performance of this Agreement by either Party if (i) developed by Suzuken using any Confidential Information (defined below) of Given Japan or Given Imaging or jointly with the Company are “works made for hire”, as that term is defined involvement of any personnel of Given Japan or Given Imaging or in the United States Copyright Act, performing its obligations hereunder and (ii) related to the greatest extent permitted by applicable lawProduct, including, but not limited to all copyrights, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free marketing information and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any Inventionsmaterial.

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure to the Company of any and all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-howI hereby assign, and trade secrets which relate agree to assign automatically upon creation, to the Company’s current , without additional compensation, my entire right, title and interest (including but not limited to intellectual property rights, trademark rights, copyrights and trade secret rights) in and to (a) all Inventions that are made, conceived, discovered or proposed businessdeveloped by me (either alone or jointly with others), products or research and development, whether result from or not specifically within Employee’s duties are suggested by any work performed by me (either alone or responsibilities jointly with others) for or on behalf of the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writingits affiliates, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, (i) during the period of time Employee is employed my employment with the Company, whether before or after the execution of this Agreement and whether or not made, conceived, discovered or developed during working regular business hours or by (ii) during or after the use period of my employment with the facilities Company, whether before or after the execution of this Agreement, if based on or using Confidential Information or otherwise in connection with my activities as an employee of the Company (collectively referred to as collectively, the “Company Inventions”). Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns (b) all benefits, privileges, causes of action and remedies relating to the CompanyCompany Inventions, whether before or its designeehereafter accrued (including, without limitation, the exclusive rights to apply for and maintain all Employee’s rightregistrations, titlerenewals and/or extensions; to xxx for all past, and interest present or future infringements or other violations of any rights in the Invention; and to settle and retain proceeds from any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practiceactions), or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period of Employee’s employment with the Company are “works made for hire”, as that term is defined in the United States Copyright Act, to the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all liens and encumbrances. I agree that all such Company Inventions are the sole property of the Company or any other entity designated by it, including without limitationand all intellectual property rights shall vest in and inure to the benefit of the Company or such other entity. I agree and acknowledge that all copyrightable Company Inventions shall be considered works made for hire prepared within the scope of my employment. THIS PARAGRAPH DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF SECTION 2870 OF THE LABOR CODE OF THE STATE OF CALIFORNIA, security interest(s), licenses, liens or other restrictions other than as expressly provided for A COPY OF WHICH IS ATTACHED TO THIS AGREEMENT AS EXHIBIT B. I understand that nothing in this Agreement. Employee hereby appoints Agreement is intended to expand the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary scope of protection provided me by Sections 2870 through 2872 of the Company to protect or perfect its rights to any InventionsCalifornia Labor Code.

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure (a) I agree to disclose and hereby assign to the Company of or its nominee any and all ideasof my right, title and interest in any inventions, know-how, discoveries, inventionsimprovements, original works of authorship, designs, software, source code, object code, programs, formulas, processes, developments, designstrade secrets, work productstrademarks, innovationscopyrights, conceptsservice marks, know-howlogos and related proprietary information and materials, whether patentable, copyrightable, subject to trademark registration, or not, which I may make or conceive either solely or jointly with others and which: (i) were made using equipment, supplies, facilities or trade secrets which secret information of the Company, or (ii) relate at the time of conception or reduction to practice thereof either to the business of the Company or to the Company’s current actual or proposed business, products demonstrably anticipated research or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or by the use of the facilities of or (iii) results from any work that I perform for the Company (collectively referred to as the “InventionsInnovations”). Employee further agrees All such Innovations and the benefits thereof shall be owned exclusively in perpetuity by the Company, free of any of my claims. (b) In order to allow the Company to claim rights in those Innovations which it owns or owns an interest in, I shall promptly and fully disclose in writing to the Company the subject matter of every Innovation that Employee will hold in trust for I make or conceive, either solely or jointly with others, and all copyright, trademark, domain name and patent applications naming me as an author, co-author, owner, co-owner, inventor or a co-inventor, whether or not the sole right and benefit same are required by this Agreement to be assigned to the Company. Upon the request of the Company, I shall make all reasonable efforts to provide further disclosure of the aforesaid Innovations in which the Company may reasonably claim ownership or for which the Company requires additional information in order to determine its ownership rights. The Company shall maintain all disclosures made hereunder of Innovations owned by me in confidence. (c) With respect to any Innovations in which the Company owns an interest pursuant to this Section 2, I agree, upon the Company’s reasonable request, to execute, acknowledge, and hereby assigns to deliver all such further documents including applications for letters patent, trademark, domain name and/or copyright registration, as may be necessary or, in the opinion of the Company, advisable, to obtain letters patent and/or trademark, domain name or its designee, all Employee’s right, titlecopyright registration for Innovations in the United States and in any other country, and interest the right to claim priority based on the first filed patent application anywhere in the world, and to vest title thereto in the Company and its successors, assigns or nominees. The Company shall have the sole and exclusive right to seek copyright and/or patent and/or trademark, domain name or tradename protection in its own name for any of the foregoing Innovations, and all such Inventions to seek any extensions or renewals thereof. (d) I agree not to (i) take and or solicit and or accept any of the Company’s property including, but not limited to, clients, client information, trading statements, trading information, vendors including technology partners, liquidity partners, new product information, blueprints, drawings, sketches, notebooks, computer programs, formulas, data, listings, specifications and documents, or copies thereof, and any items relating to or exhibiting the Company’s trade secrets or Confidential or Proprietary Information or (ii) use for any purpose the residuals resulting from access to or work with those items set forth in sub clause (i) above. The term “residuals” means information in non-tangible form, including ideas, concepts, know-how or techniques which Employee may be retained in my mind, even if I made no effort to refresh my recollection in anticipation of or in conjunction with the use of said residuals. Further, I agree not to intentionally memorize the information so as to reduce it to a non-tangible form for the purpose of creating a residual. (e) I will not assert any rights under any Innovations or any information, knowledge, data or know- how related thereto, as having been made or acquired by me prior to the date hereof. (f) I agree that any copyrightable works made by me (solely or jointly conceive or develop or reduce to practicewith others) that are otherwise covered by the terms hereof and that are protectable by copyright, or cause shall be deemed to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period of Employee’s employment with the Company are “works made for hire”, ,” as that term is defined in the United States Copyright ActAct (17 U.S.C. section 101). Accordingly, to the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement Company shall be free the sole and clear exclusive author and owner of all encumbrancessuch copyrightable works and all right, including title and interest therein and thereto, including, without limitation, security interest(sall copyrights (and all renewals and extensions thereof). To the extent that any of such works are not determined to be a work for hire, licensesI hereby irrevocably, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints permanently, exclusively and absolutely assign and grant to the Company all title, right and interest in and to such works, including, without limitation, all copyrights therein (and all renewals and extensions thereof). The Company shall have the sole and exclusive right to use and exploit such works, in whole or in part, in any media or technology known or hereafter devised, in perpetuity. The Company’s rights in and to such works may be assigned and licensed without limitation, and any such assignment or license shall be binding on me shall inure to the benefit of such assignee or licensee. I shall have no rights of consultation and/or approval with respect to the Company’s exploitation, revision and/or use of such works. Moreover, I hereby waive, forfeit, relinquish and abandon all “moral rights” (as Employeesaid term is commonly understood) and all rights of attribution and integrity that I may otherwise have had with respect to such works through the universe, and all rights that I might otherwise have had under the Visual Artists Rights Act of 1990. (g) As to any Innovations in which I own an interest and the Company does not, whether or not invented, created or acquired prior to the date hereof, I will not without the express written consent of the Company, incorporate or use, or participate in the incorporation or use, of any such Innovations into any products or services of the Company, and upon discovery that any such Innovations have been, or are being, or are about to be, incorporated or used in the Company’s attorney-in-fact to execute on Employee’s behalf any assignments products or other documents deemed necessary services or a product or service being designed or planned for or by the Company in violation of any rights that I may claim, I shall give the Company written notice of that fact, together with such detail as is then known, within three (3) days of such discovery. I agree that if, in breach of these provisions, I incorporate or use, or participate in the incorporation or use, of any such Innovations in any products or services of the Company, or upon discovery that such Innovations have been, are being or are about to protect be incorporated or perfect its used in a product or service of the Company, or a product or service being designed or planned for or by the Company, and/or I do not give the Company written notice of that fact, together with such detail as is then known, within three (3) days of such discovery, then to that extent, the Company shall have a royalty-free, transferable, nonexclusive license to make, have made, reproduce, use and sell and otherwise practice any such Innovations (h) The Company’s rights in the Innovations may be freely assigned and licensed and any such assignment or license shall be binding upon me and shall inure to the benefit of such assignee or licensee. I warrant that except for material the Company provides to me, the Innovations either are original with me or are fully cleared by me, and that neither the Innovations nor the Company’s use of the Innovations as contemplated by this Agreement will infringe or violate any rights of any person or entity, nor shall the Company be required to pay or incur any sums to any Inventionsperson or entity as a result of the Company’s ownership, acquisition, use or exploitation of the Innovations, except as herein provided. (i) By execution of this Agreement, I irrevocably constitute and appoint the Company with full power of substitution, to be my true and lawful attorney to execute, acknowledge, swear and file all instruments and documents, and to take any action which shall be deemed to be necessary, appropriate or desirable to effectuate the provisions of this Section 2. The powers of attorney granted herein shall be deemed to be coupled with an interest and shall be irrevocable and survive the occurrence of my death, disability or bankruptcy. (j) I hereby represent to the Company that, except to the extent that I have disclosed the same to the Company in writing, I am not bound by any agreement or any other previous or existing business relationship which conflicts with or prevents the full performance of my duties and obligations to the Company (including my duties and obligations under this or any other agreement with the Company except as expressly limited herein or therein). (k) I understand that the Company does not desire to acquire from me any trade secrets, know-how or confidential business information that I may have acquired from others. Therefore, I agree with the Company, that I will not improperly use or disclose any proprietary information or trade secrets of any former or current employer, or any other person or entity with whom I have an agreement or to whom I owe a duty to keep such information in confidence.

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure to the Company of any and all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or by the use of the facilities of the Company (collectively referred to as “Inventions”). Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns assign (or, for future inventions agree to assign) to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions inventions original works of authorship, writings, developments, concepts, improvements, designs, discoveries, ideas processes formulas, data, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which Employee may solely or jointly conceive or develop or reduce to practice, practice within the scope of Employee’s employment or cause to be conceived or developed or reduced to practice, using during the Companyperiod of time Employee is employed by the Company (collectively referred to as “Inventions”) except as provided in Section 3(f) below. Employee agrees that Company will exclusively own all work product that is made by Employee (solely or jointly with others) within the scope of Employee’s time and/or materials or equipmentemployment. Employee further acknowledges that all original works of authorship which are made by Employee (solely or jointly with others) within the above-described Inventions made scope of and during the period of Employee’s employment with the Company and which are protectable by copyright are “works made for hire”, ,” as that term is defined in the United States Copyright Act, . Employee understands and agrees that the decision whether or not to the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All Inventions commercialize or other work product created market any Invention developed by Employee solely or on Employeejointly with others is within the Company’s behalf sole discretion and for the Company’s sole benefit and that no royalty will be due to Employee as a result of the Company’s efforts to commercialize or by Employee’s affiliates pursuant to market any such Invention. Employee acknowledges and agrees that nothing in this Agreement shall be free and clear of all encumbrancesdeemed to grant by implication estoppel or otherwise, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by a license from the Company to protect me to make use, license or perfect its rights to transfer in any Inventionsway an existing or future Invention.

Assignment of Inventions. Employee agrees that Employee he/she will promptly make full written disclosure to the Company Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all of Employee’s right, title, and interest in and to any and all ideas, discoveries, inventions, original works of authorship, developments, concepts, improvements, designs, work productsdiscoveries, innovationsideas, conceptstrademarks or trade secrets, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable registerable under patent, copyright or similar laws and whether or not reduced to writinglaws, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed in the employ of the Company (including during Employee’s off-duty hours), or with the Company, whether or not during working hours or by the use of the facilities of the Company’s equipment, supplies, facilities, or Company Confidential Information (collectively referred to as “Inventions”). To the extent that the foregoing assignment is limited pursuant to any non- waivable statute or law, Employee further hereby agrees that Employee will hold in trust for the sole right and benefit to advise an officer of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to Company of any and all such Inventions invention which Employee may solely or jointly conceive or develop or reduce to practice, or cause believes to be conceived or developed or reduced exempt from the foregoing assignment within 10 days of such invention to practice, using be exempt from the Company’s time and/or materials or equipmentassignment set forth above. Employee further acknowledges that all original works of authorship which are made by him/her (solely or jointly with others) within the above-described Inventions made scope of and during the period of Employee’s his/her employment with the Company and which are protectable by copyright are “works made ​ ​ for hire”, ,” as that term is defined in the United States Copyright Act. Employee understands and agrees that the decision whether or not to commercialize or market any Inventions is within the Company’s sole discretion and for the Company’s sole benefit. However, as provided by California Labor Code § 2870, this section does not apply to any invention that Employee developed entirely on his/her own time and to which all of the following apply: (i) no equipment, supplies, facilities, or trade secret information of the Company are used, (ii) it is not related to the greatest extent permitted by applicable lawCompany’s business or the Company’s actual or demonstrably anticipated research and development, and are compensated (iii) it does not result from any work performed by Employee for the Company. This provision does not apply to any inventions which Employee made or conceived or first reduced to practice alone or jointly with others prior to Employee’s salaryengagement by the Company. All Inventions or other work product created by Employee or on represents that Exhibit A is a complete list of his/her pre-employment inventions that Employee desires to have specifically excluded from Employee’s behalf or by Employee’s affiliates pursuant obligations under this Section. If no such list is attached to this Agreement shall be free and clear Agreement, Employee represents that Employee has made no such inventions as of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in the effective date of this Agreement. Employee hereby appoints the Company All inventions set forth in Exhibit “A” are referred to as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any “Excluded Inventions.”

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure to 2tor, will hold in trust for the Company sole right and benefit of 2tor, and hereby assigns to 2tor (and its successors and assigns), all of Employee's right, title, and interest in and to any and all ideas, discoveries, inventions, original works of authorship, developments, concepts, improvements, designs, work productsdiscoveries, innovationsideas, conceptstrademarks or trade secrets, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writinglaws, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed Employee's employment with the Company, whether or not during working hours or by the use of the facilities of the Company 2tor (collectively referred to as “"Inventions”"). Employee further agrees that Employee will hold , except as provided in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipmentSection 3(f) below. Employee further acknowledges that all original works of authorship which are made by Employee (solely or jointly with others) within the above-described Inventions made scope of and during the period of Employee’s 's employment with the Company 2tor and which are “protectible by copyright are ''works made for hire”, ," as that term is defined in the United States Copyright Act. Employee understands and agrees that the decision whether or not to commercialize or market any invention developed by Employee solely or jointly with others is within 2tor's sole discretion and for 2tor's sole benefit and that no royalty will be due to Employee as a result of 2tor's efforts to commercialize or market any such invention. Employee waives and quitclaims to 2tor any and all claims of any nature whatsoever that Employee now has or hereafter may have for infringement of any patent application, to the greatest extent permitted by applicable lawpatent, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights intellectual property right relating to any Inventions.

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure to (a) The Company shall be the Company sole and exclusive owner of, and shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, moral rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world) relating to, any and all ideas, discoveries, inventions, original works of authorship, developmentsdomain names, mask works, designs, work products, innovations, concepts, know-how, and ideas, improvements, processes, methods, trade secrets which relate to the Company’s current or proposed businessand other information, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writinglaws, which Employee may that Executive solely or jointly conceive makes, conceives, develops or develop or reduce reduces to practice, practice (or cause to be conceived or made, conceived, developed or reduced to practice, ) during the period Term of time Employee is employed Executive’s employment with Company (including any of the foregoing that pre-date Executive’s execution of this Confidentiality and Restrictive Covenant Agreement) that (i) relate to the business of the Company, whether (ii) relate to the Company’s actual or not during working hours demonstrably anticipated research or development, (iii) result from any work performed by Executive for the use of Company, or (iv) are developed using the time, equipment, supplies, facilities or Confidential Information of the Company (collectively referred to as “Inventions”). Employee further agrees Executive will promptly disclose all Inventions to the Company. To the extent that Employee will hold in trust for the sole right and benefit ownership of the CompanyInventions is not deemed to have vested automatically in the Company under applicable law, and Executive hereby assigns and shall assign all of Executive’s right, title and interest in such Inventions to the Company, except as provided in the following notice. (b) Executive agrees to assist the Company in all proper respects (including, but not limited to, the execution of such instruments or its designeedocuments as the Company may request), all Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using at the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period of Employee’s employment with the Company are “works made for hire”, as that term is defined in the United States Copyright Actexpense, to further secure the greatest extent permitted by applicable lawCompany’s rights in, and are compensated by Employeeto evidence, record and perfect the ownership or assignment of, the Inventions and any intellectual property rights therein and thereto, and to maintain, enforce, and defend any rights specified to be so owned or assigned. Executive further agrees that Executive’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant obligation to provide such assistance shall continue after the termination of this Agreement shall be free Confidentiality and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Restrictive Covenant Agreement. Employee Executive hereby irrevocably designates and appoints the Company as EmployeeExecutive’s agent and attorney-in-fact to execute act for and on EmployeeExecutive’s behalf to execute and file any assignments document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Executive. The designation and appointment of the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact shall be deemed to be coupled with an interest and therefore irrevocable. (c) If Executive uses or discloses any or all original works of authorship, inventions, developments, improvements, trademarks, designs, domain names, processes, methods, trade secrets or other documents deemed necessary intellectual property that were made by Executive (solely or jointly) prior to Executive’s employment with the Company, that are owned by Executive or in which Executive has an interest, that relate to the Company’s actual or proposed business and that are not assigned by Executive to the Company under this Confidentiality and Restrictive Covenant Agreement (“Prior Inventions”) in the course of Executive’s employment or otherwise on behalf of the Company or incorporate any Prior Inventions into any Company property, the Company will have and Executive hereby grants the Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right and license to protect or perfect its rights to any make, have made, modify, use, sell and otherwise exploit such Prior Inventions.

Assignment of Inventions. Employee Notwithstanding ideas, inventions, discoveries and improvements (collectively, “Inventions”) that qualify fully under the provisions of California Labor Code Section 2870 or other applicable state law, the Executive hereby assigns and agrees that Employee will promptly make full written disclosure to assign to the Company and its affiliates all of the Executive’s right, title and interest, if any, in and to any and all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-how, and trade secrets which relate Inventions licensed to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and all other Inventions (and all Proprietary Rights with respect thereto) that exist on the date hereof, whether or not patentable or registrable under copyright or similar laws and whether statutes, made or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practicepractice or learned by the Executive, either alone or jointly with others, during the period of time Employee is employed the Executive’s affiliation with the CompanyCompany or any predecessor thereof, whether as a member or not during working hours stockholder, officer, director, agent, consultant or by employee, in each case, pertaining in any manner to the use of the facilities of the Company (collectively referred to as “Inventions”). Employee further agrees that Employee will hold in trust for the sole right and benefit business of the Company, or any of its affiliates. Notwithstanding Inventions that qualify fully under the provisions of California Labor Code Section 2870 or other applicable state law, the Executive hereby further assigns and hereby assigns agrees to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company, or Company and its designee, affiliates all Employeeof the Executive’s right, title, title and interest in and to any and all such Inventions which Employee may solely (and all Proprietary Rights with respect thereto) whether or jointly conceive not patentable or develop registrable under copyright or reduce to practicesimilar statutes, made or cause to be conceived or developed or reduced to practicepractice or learned by the Executive, using the Company’s time and/or materials either alone or equipment. Employee further acknowledges that all of the above-described Inventions made jointly with others, during the period of Employeethe Executive’s employment employment, or for a six (6) month period thereafter, with the Company are “works made for hire”or its affiliates, as that term is defined in the United States Copyright Acteach case, pertaining in any manner to the greatest extent permitted business of the Company or any of its affiliates. The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world. Inventions assigned to the Company, or to a third party as directed by applicable law, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates the Company pursuant to this Agreement shall be free Section 6, are hereinafter referred to as “Company Inventions.” At the Company’s sole cost and clear of expense, the Executive will assist the Company at its reasonable request in every proper way to obtain, and from time to time enforce, U.S. and non-U.S. Proprietary Rights relating to Company Inventions in any and all encumbrancescountries. In the event the Company is unable for any reason, including without limitationafter reasonable effort, security interest(s)to secure the Executive’s signature on any document needed in connection with the actions specified in the preceding sentence, licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employeethe Executive’s attorney-in-fact agent and attorney in fact, which appointment is coupled with an interest, to execute on Employeeact for and in the Executive’s behalf to execute, verify and file any assignments or such documents and to do all other documents deemed necessary lawfully permitted acts to further the purposes of this paragraph with the same legal force and effect as if executed by the Executive. The Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, which the Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to protect or perfect its rights to any Inventionsthe Company.

Assignment of Inventions. Employee agrees that Employee will shall promptly make full full, written disclosure to the Company Company, will hold in trust for the sole right and benefit of the Company, and hereby irrevocably transfers and assigns, and agrees to transfer and assign, to the Company, or its designee, all her rights, title and interest in and to any and all ideas, discoveries, inventions, original works of authorship, developments, concepts, improvements, designs, work productsdiscoveries, innovationsideas, conceptstrademarks (and all associated goodwill), know-howmask works, and or trade secrets which relate to the Company’s current or proposed business, products or research and developmentsecrets, whether or not specifically within Employee’s duties they may be patented or responsibilities with the Company and whether or not patentable or registrable registered under copyright or similar laws and whether or not reduced to writinglaws, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or Employee’s employment by the use of the facilities of the Company (collectively referred to as the “Inventions”). Employee further agrees acknowledges that all original works of authorship which are made by Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may (solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using with others) within the Company’s time and/or materials or equipment. Employee further acknowledges that all scope of the above-described Inventions made and during the period of her employment with the Company and which may be protected by copyright are “Works Made For Hire” as that term is defined by the United States Copyright Act. Employee understands and agrees that the decision whether to commercialize or market any Invention developed by Employee solely or jointly with others is within the Company’s sole discretion and the Company’s sole benefit and that no royalty will be due to Employee as a result of the Company’s efforts to commercialize or market any such invention. Employee recognizes that Inventions relating to her activities while working for the Company and conceived or made by Employee, whether alone or with others, within one (1) year after cessation of Employee’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Employee acknowledges and agrees that such Inventions shall be presumed to have been conceived during Employee’s employment with the Company and are “works made for hire”to be, as that term is defined in the United States Copyright Actand hereby are, assigned to the greatest extent permitted by applicable lawCompany unless and until Employee has established the contrary. The requirements of this Paragraph 8B do not apply to any intellectual property for which no equipment, supplies, facility or trade secret information of the Company was used, and are compensated by which was developed entirely on the Employee’s salary. All Inventions own time, and (i) which does not relate (x) directly to the Company’s business or other (y) to the Company’s actual or demonstrably anticipated research and development or (ii) which does not result from any work product created by the Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided performed for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any InventionsCompany.

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure hereby assigns to the Company Company, or its designee, all of Employee’s right, title and interest throughout the world in and to any and all ideas, discoveries, inventions, original works of authorship, developments, designs, work productstrademarks, innovationsformulae, processes, domain names, databases (and the contents thereof), developments, concepts, know-how, and improvements of trade secrets which relate to the Company’s current or proposed businesssecrets, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright patent, copyright, trademark or similar laws and whether or not reduced to writinglaws, which Employee may solely or jointly conceive conceived or develop developed or reduce reduced to practice, or cause caused to be conceived or developed or reduced to practice, during the period of time Employee is employed Employee’s employment with the Company, whether or not during working hours or except for any invention listed on Exhibit B, if applicable, which in each case either: (i) was made by the use of the facilities of the Company (collectively referred to as “Inventions”). Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns prior to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period commencement of Employee’s employment with the Company are “works made or (ii) was developed by Employee entirely on his own time without using the Company’s or any of its affiliates’ equipment, supplies, facilities, or trade secret information (other than inventions that either relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company or result from any work performed by Employee for hire”the Company). Unless Employee has completed, as signed and returned Exhibit B together with this Agreement, Employee acknowledges and agrees that term is defined Employee does not have any inventions that qualify fully under provisions (i) or (ii) above. Upon request by the Company, Employee agrees to execute any and all applications, assignments or other instruments that the Company deems necessary to evidence the foregoing assignment or to apply for and obtain patents or trademark or copyright registrations in the United States Copyright Actor any foreign country or otherwise to protect the Company’s interest therein (without additional compensation to Employee). Furthermore, to the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints each of the Company Company’s managers, acting severally, as Employee’s attorney-in-fact to execute such documents on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any Inventionsbehalf.

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure to the Company of any and all ideasAll processes, discoveries, inventions, original works of authorship, developments, designs, work productsideas, innovations, conceptsimprovements, formulas, processes, techniques, know-how, data, inventions, patents, copyrights, trademarks, and trade secrets which relate other intangible rights (collectively "Inventions") that may have been made, conceived, reduced to practice, developed or learned by you, either alone or with others, during your employment, whether or not conceived or developed during your working hours, that related at the time of conception or reduction to practice of the Invention to the business of the Company or to Company’s current 's actual or proposed business, products or demonstrably anticipated research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the that resulted from any work performed by you for Company, whether or not during working hours or by the use of the facilities of the Company (collectively referred to as “Inventions”). Employee further agrees that Employee will hold in trust for be the sole right and benefit property of the Company, and you hereby assigns assign to the Company, or its designee, Company all Employee’s of your right, title, title and interest in and to such Inventions. You acknowledge that this Agreement is contingent upon you disclosing to Company all inventions conceived during the term of employment, whether or not the invention constitutes property of Company under the terms of this Section. You agree to execute all documents, including applications, assignments, etc., required by Company now or in the future to establish Company's rights under this Section. If Company is unable for any reason whatsoever, including your mental or physical incapacity, to secure your signature to apply for or to pursue any application for any United States or foreign letters patent or copyright registrations (or on any document transferring ownership thereof) covering inventions or original works of authorship assigned to Company under this Agreement, you hereby irrevocably designate and appoint Company and its duly authorized officers and agents as your agent and attorney in fact, to act for and in your behalf and stead to execute and file any such applications and documents and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations or transfers thereof with the same legal force and effect as if executed by you. This appointment is coupled with an interest in and to the inventions and works of authorship and shall survive your death or disability. You hereby waive and quitclaim to Company any and all such Inventions claims, of any nature whatsoever, which Employee you now or may solely hereafter have for infringement of any patents or jointly conceive copyright resulting from or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period of Employee’s employment with the Company are “works made for hire”, as that term is defined in the United States Copyright Act, to the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights relating to any Inventionssuch application for letters patent or copyright registrations assigned hereunder to Company.

Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure to (a) The Company shall be the Company sole and exclusive owner of, and shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, moral rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world) relating to, any and all ideas, discoveries, inventions, original works of authorship, developmentsdomain names, mask works, designs, work products, innovations, concepts, know-how, and ideas, improvements, processes, methods, trade secrets which relate to the Company’s current or proposed businessand other information, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writinglaws, which Employee may that Executive solely or jointly conceive makes, conceives, develops or develop or reduce reduces to practice, practice (or cause to be conceived or made, conceived, developed or reduced to practice, ) during the period term of time Employee is employed Executive’s employment with Company (including any of the foregoing that pre-date Executive’s execution of this Confidentiality and Restrictive Covenant Agreement) that (i) relate to the business of the Company, whether (ii) relate to the Company’s actual or not during working hours demonstrably anticipated research or development, (iii) result from any work performed by Executive for the use of Company, or (iv) are developed using the time, equipment, supplies, facilities or Confidential Information of the Company (collectively referred to as “Inventions”). Employee further agrees Executive will promptly disclose all Inventions to the Company. To the extent that Employee will hold in trust for the sole right and benefit ownership of the CompanyInventions is not deemed to have vested automatically in the Company under applicable law, and Executive hereby assigns and shall assign all of Executive’s right, title and interest in such Inventions to the Company, except as provided in the following notice. (b) Executive agrees to assist the Company in all proper respects (including, but not limited to, the execution of such instruments or its designeedocuments as the Company may request), all Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using at the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period of Employee’s employment with the Company are “works made for hire”, as that term is defined in the United States Copyright Actexpense, to further secure the greatest extent permitted by applicable lawCompany’s rights in, and are compensated by Employeeto evidence, record and perfect the ownership or assignment of, the Inventions and any intellectual property rights therein and thereto, and to maintain, enforce, and defend any rights specified to be so owned or assigned. Executive further agrees that Executive’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant obligation to this Agreement provide such assistance shall be free and clear continue after the termination of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee Executive hereby irrevocably designates and appoints the Company as EmployeeExecutive’s agent and attorney-in-fact to execute act for and on EmployeeExecutive’s behalf to execute and file any assignments document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Executive. The designation and appointment of the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact shall be deemed to be coupled with an interest and therefore irrevocable. (c) If Executive uses or discloses any all original works of authorship, inventions, developments, improvements, trademarks, designs, domain names, processes, methods, trade secrets or other documents deemed necessary intellectual property that were made by Executive (solely or jointly) prior to Executive’s employment with the Company, that are owned by Executive or in which Executive has an interest, that relate to the Company’s actual or proposed business and that are not assigned by Executive to the Company under this Agreement (“Prior Inventions”) in the course of Executive’s employment or otherwise on behalf of the Company or incorporate any Prior Inventions into any Company property, the Company will have and Executive hereby grants the Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right and license to protect or perfect its rights to any make, have made, modify, use, sell and otherwise exploit such Prior Inventions.

Assignment of Inventions. Employee agrees that Employee will I shall promptly make full written disclosure to the Company Employer of all Inventions and Works. I understand that “Inventions” means any and all ideas, discoveries, inventions, original works of authorshipauthorship (including designs, trademarks, service marks and drawings, whether manual or electronic), findings, conclusions, data, discoveries, developments, concepts, modeling tools, designs, work productsimprovements, innovationstrade secrets, conceptstechniques, formulae, processes and know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under patent, copyright or similar laws and whether or not reduced to writinglaws, which Employee that I may solely or jointly conceive or conceive, develop or reduce to practice, or cause to be conceived or conceived, developed or reduced to practice, during the period my Employment. I also understand that “Works” means any original work of time Employee authorship that is employed made by me (solely or jointly with the Company, whether or not others) during working hours or by the use of the facilities of the Company (collectively referred to as “Inventions”)my Employment. Employee further agrees that Employee will I shall hold all Inventions and Works in trust for the sole right Employer. This Agreement does not apply to any Inventions made by me prior to my Employment. I recognize and benefit agree that during my Employment, Employer solely and exclusively owns all Inventions and Works, as well as any and all inherent and appurtenant moral rights and intellectual property rights, including all patent rights, copyrights, trademarks, know-how and trade secrets (collectively, “Intellectual Property Rights”) related thereto, except as stated in Section 11 below. I hereby, without additional payment or consideration, assign, transfer and convey to Employer all of the Company, and hereby assigns to the Company, or its designee, all Employee’s my worldwide right, title, title and interest in and to any all Inventions and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipmentIntellectual Property Rights. Employee I further acknowledges recognize and agree that all of the above-described Inventions made during the period of Employee’s employment with the Company Works and which are protectable by copyright (including all original hard copy and electronic drawings and any manuals, instructions or other written product) are “works made for hire”, ,” as that term is defined in the United States Copyright Act. However, to the greatest extent permitted that any Work may not, by applicable operation of any law, be a work made for hire, I hereby, without additional payment or consideration, assign, transfer and convey to Employer all of my worldwide right, title and interest in and to such Work and all Intellectual Property Rights relating to it. I will treat all Inventions and Works, as well as any Intellectual Property Rights related thereto, as Confidential Information, until and unless such Inventions, Works or Intellectual Property Rights are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant determined to be excluded from this Agreement shall be free and clear by way of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any Inventions.Section 11 below

Assignment of Inventions. Employee agrees that Employee will shall promptly make full full, written disclosure to the Company Company, will hold in trust for the sole right and benefit of the Company, and hereby irrevocably transfers and assigns, and agrees to transfer and assign, to the Company, or its designee, all his/her right, title and interest in and to any and all ideas, discoveries, inventions, original works of authorship, developments, concepts, improvements, designs, work productsdiscoveries, innovationsideas, conceptstrademarks (and all associated goodwill), know-howmask works, and or trade secrets which relate to the Company’s current or proposed business, products or research and developmentsecrets, whether or not specifically within Employee’s duties they may be patented or responsibilities with the Company and whether or not patentable or registrable registered under copyright or similar laws and whether or not reduced to writinglaws, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or Employee’s employment by the use of the facilities of the Company (collectively referred to as the “Inventions”). Employee further agrees acknowledges that all original works of authorship which are made by Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may (solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using with others) within the Company’s time and/or materials or equipment. Employee further acknowledges that all scope of the above-described Inventions made and during the period of his/her employment with the Company and which may be protected by copyright are “Works Made For Hire” as that term is defined by the United States Copyright Act. Employee understands and agrees that the decision whether to commercialize or market any Invention developed by Employee solely or jointly with others is within the Company’s sole discretion and the Company’s sole benefit and that no royalty will be due to Employee as a result of the Company’s efforts to commercialize or market any such invention. Employment Agreement: Jxxxxx, Xxxx Please initial each page: ___ Employee recognizes that Inventions relating to his or her activities while working for the Company and conceived or made by Employee, whether alone or with others, within one (1) year after cessation of Employee’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Employee acknowledges and agrees that such Inventions shall be presumed to have been conceived during Employee’s employment with the Company and are “works made for hire”to be, as that term is defined in the United States Copyright Actand hereby are, assigned to the greatest extent permitted by applicable lawCompany unless and until Employee has established the contrary. The requirements of this Section 8B do not apply to any intellectual property for which no equipment, supplies, facility or trade secret information of the Company was used, and are compensated by which was developed, entirely on the Employee’s salary. All Inventions own time, and (i) which does related (x) directly to the Company’s business or other (y) to the Company’s actual or demonstrably anticipated research and development or (ii) which does not result from any work product created by the Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided performed for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any InventionsCompany.

Assignment of Inventions. Employee agrees that a. During and after Employee’s employment with CBOT and/or any other CME Group Inc. subsidiary, Employee will promptly make full written disclosure disclose, assign and transfer to the Company of CME Group any and all ideasright, title or interest in any inventions, designs, discoveries, inventions, original works of authorship, creations, ideas, developments, designsimprovements or software (collectively, work products“Inventions”), innovationsthat Employee may have or acquire, conceptsin whole or in part, know-how, and trade secrets which as a result of Employee’s employment by CBOT and/or any other CME Group Inc. subsidiary. This obligation applies to any Inventions that relate to the CompanyCME Group’s current or proposed business, products or research and development, whether or not specifically within Employee’s duties the Inventions are created, originated, developed or responsibilities conceived of by Employee solely or jointly with the Company others, or during business hours or on personal time, and whether or not patentable the Inventions are protected or registrable protectible under applicable patent, trademark, service xxxx, copyright or similar laws trade secret laws. Employee will transfer such Inventions free of all encumbrances and whether restrictions, and promptly take any action, including executing and delivering any documentation, deemed necessary by CME Group to effectuate the transfer or prosecution of ownership rights in the United States and any other country as CME Group may request. b. Notwithstanding anything else in this Agreement, Employee understands that Paragraph 4.a. shall not reduced apply to writinggeneral know how or to an invention for which no equipment, supplies, facility or trade secret information of CME Group was used and which was developed entirely on Employee’s own time, unless the invention (i) relates to the business of CME Group or CME Group’s actual or demonstrably anticipated research or development or (ii) results from any work Employee may solely performs or jointly conceive has performed for CME Group. c. Employee acknowledges that any computer programs, documentation, works of authorship or develop other copyrightable works that Employee creates in whole or reduce in part during Employee’s employment with CBOT and/or any other CME Group Inc. subsidiary shall: (i) be considered “works made for hire” under Section 101 of the U.S. Copyright Act, 17 U.S.C. § 101; (ii) be considered part of the Confidential Information; and (iii) be covered by Paragraph 1 above. In the event that the work is deemed not to practiceconstitute such a work made for hire, or cause to be conceived or developed or reduced to practice, during in the period of time Employee is employed with the Company, whether or not during working hours or by the use of the facilities of the Company (collectively referred to as “Inventions”). Employee further agrees event that Employee will hold in trust for should otherwise by operation of law be deemed to retain any rights (whether moral rights or otherwise) to any work, Employee agrees to assign to CME Group, without further consideration, the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s entire right, title, title and interest in and to any each and all every such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period of Employee’s employment with the Company are “works made for hire”, as that term is defined in the United States Copyright Act, to the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any Inventionswork.

Assignment of Inventions. Employee (a) The Executive acknowledges and agrees that Employee will promptly make full written disclosure all ideas, methods, inventions, discoveries, improvements, work products or developments, whether patentable or unpatentable, that relate to the Executive’s work with the Company, made or conceived by the Executive, solely or jointly with others, while employed by the Company (collectively, “Inventions”), shall belong exclusively to the Company of any and all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-how, and trade secrets which relate to the Company’s current (or proposed business, products or research and developmentits designee), whether or not specifically patent applications are filed thereon; provided that any such Inventions which are made, disclosed, reduced to tangible or written form or description or are reduced to practice by the Executive any time within Employee’s duties one year after the Employment Term and which pertain to the business carried on or responsibilities with products or services being sold or developed by the Company or any of its affiliates at the time of the expiration or termination of the Employment Term and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee may solely or jointly conceive or develop or reduce to practicewere, or cause to be conceived are derived from, Inventions worked on or developed or reduced to practice, during by the period of time Employee is Executive while employed with by the Company, shall be presumed to have been made during such employment. (b) The Executive shall assign to the Company such Inventions and all patents that may issue thereon in any and all countries, whether during or not during working hours subsequent to the Employment Term, together with the right to file, in the Executive’s name or by in the use of the facilities name of the Company (collectively referred to as or its designee), applications for patents and equivalent rights (the “InventionsApplications”). Employee further agrees that Employee The Executive shall, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be reasonably requested from time to time by the Company with respect to the Inventions, and the Executive shall also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit; provided, however, the Executive shall be reasonably compensated for her time and reimbursed for any out-of-pocket expenses incurred (including reasonable attorneys’ fees) in rendering such assistance or giving or preparing to give such testimony. The Executive shall also provide any information, such as passwords or codes, necessary to allow the Company to fully utilize its property. (c) The Inventions will hold in trust be deemed Work for Hire, as such term is defined under the sole right and benefit copyright law of the United States, on behalf of the Company, and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or its designeehereinafter devised, all Employee’s rightthroughout the universe and in perpetuity, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee further acknowledges that all of the above-described Inventions made during the period of Employee’s employment with the Company are “works made for hire”, as that term is defined in the United States Copyright Act, to the greatest extent permitted by applicable law, and are compensated by Employee’s salary. All Inventions or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrancesInventions, including without limitation, security interest(s)all of the Executive’s rights, licensestitle and interests in the copyrights (and all renewals, liens revivals and extensions thereof) to the Inventions, including without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other restrictions other than as expressly provided for unauthorized use or conduct in this Agreementderogation of the Inventions, known or unknown, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom. Employee In addition, the Executive hereby appoints waives any so-called “moral rights” with respect to the Company as EmployeeInventions. (d) The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s attorney-in-fact to execute on Employee’s behalf any assignments benefit by virtue of the Executive being an Executive of, or other documents deemed necessary by service provider to, the Company to protect or perfect its rights to any InventionsCompany.

Assignment of Inventions. Employee agrees that Employee will shall promptly make full full, written disclosure to the Company Company, will hold in trust for the sole right and benefit of the Company, and hereby irrevocably transfers and assigns, and agrees to transfer and assign, to the Company, or its designee, all his/her right, title and interest in and to any and all ideas, discoveries, inventions, original works of authorship, developments, concepts, improvements, designs, work productsdiscoveries, innovationsideas, conceptstrademarks (and all associated goodwill), know-howmask works, and or trade secrets which relate to the Company’s current or proposed business, products or research and developmentsecrets, whether or not specifically within Employee’s duties they may be patented or responsibilities with the Company and whether or not patentable or registrable registered under copyright or similar laws and whether or not reduced to writinglaws, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed with the Company, whether or not during working hours or Employee’s employment by the use of the facilities of the Company (collectively referred to as the “Inventions”). Employee further agrees acknowledges that all original works of authorship which are made by Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may (solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using with others) within the Company’s time and/or materials or equipment. Employee further acknowledges that all scope of the above-described Inventions made and during the period of his/her employment with the Company and which may be protected by copyright are “Works Made For Hire” as that term is defined by the United States Copyright Act. Employee understands and agrees that the decision whether to commercialize or market any Invention developed by Employee solely or jointly with others is within the Company’s sole discretion and the Company’s sole benefit and that no royalty will be due to Employee as a result of the Company’s efforts to commercialize or market any such invention. Employee recognizes that Inventions relating to his or her activities while working for the Company and conceived or made by Employee, whether alone or with others, within one (1) year after cessation of Employee’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Employee acknowledges and agrees that such Inventions shall be presumed to have been conceived during Employee’s employment with the Company and are “works made for hire”to be, as that term is defined in the United States Copyright Actand hereby are, assigned to the greatest extent permitted by applicable lawCompany unless and until Employee has established the contrary. The requirements of this Section 7B do not apply to any intellectual property for which no equipment, supplies, facility or trade secret information of the Company was used, and are compensated by which was developed, entirely on the Employee’s salary. All Inventions own time, and (i) which does related (x) directly to the Company’s business or other (y) to the Company’s actual or demonstrably anticipated research and development or (ii) which does not result from any work product created by the Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided performed for in this Agreement. Employee hereby appoints the Company as Employee’s attorney-in-fact to execute on Employee’s behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any InventionsCompany.

Assignment of Inventions. Employee (A) Consultant agrees that Employee will to promptly make full written disclosure to Citius, to hold in trust for the Company sole right and benefit of Citius, and hereby assigns to Citius, or its designee, all his or its right, title and interest throughout the world in and to any and all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-how, and improvements or trade secrets which relate to the Company’s current or proposed businesssecrets, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writinglaws, which Employee he or it may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during in connection with performing the period of time Employee is employed with the Company, whether or not during working hours or by the use of the facilities of the Company Services (collectively referred to as “"Inventions”"), except as provided below. Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee Consultant further acknowledges that all of the above-described Inventions made during the period of Employee’s employment with the Company are “"works made for hire”, as that term is defined in the United States Copyright Act, " (to the greatest extent permitted by applicable law, and are ) for which Consultant is adequately compensated by Employee’s salary. All Inventions Citius by amounts paid to him or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in it under this Agreement. Employee hereby appoints The provisions of this Agreement requiring assignment of Inventions to Citius does not apply to any invention for which no equipment, supplies, facility or trade secret information of Citius was used and which was developed entirely on Consultant's own time, unless (a) it relates (i) directly to the Company as Employee’s attorney-in-fact business of Citius or an existing or prospective portfolio company of Citius or (ii) to actual or demonstrably anticipated research or development of Citius or an existing or prospective portfolio company of Citius or (b) the Invention results from any work performed by Consultant for Citius (B) Consultant will assist Citius, or its designee, at Citius's expense, in every proper way to secure Citius's rights in the Inventions and any copyrights, patents, trademarks, mask work rights, moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to Citius of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which Citius shall deem necessary in order to apply for, obtain, maintain and transfer such rights and in order to assign and convey to Citius, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Consultant further agrees that his or its obligation to execute on Employee’s behalf or cause to be executed any assignments such instrument or papers shall continue after the termination of his or its relationship with Citius for any reason until the expiration of the last such intellectual property right to expire in any country of the world. The Consultant shall use such information only in furtherance of the objectives of this Agreement and for no other documents deemed necessary by the Company to protect or perfect its rights purpose and Consultant shall not disseminate such information to any Inventionsthird party except as authorized in writing by Citius.

Assignment of Inventions. Employee agrees I agree that Employee I will promptly make full written disclosure to the Company of any and all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-how, and trade secrets which relate to the Company’s current or proposed business, products or research and development, whether or not specifically within Employee’s my duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writing, which Employee I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed I have a Relationship with the Company, whether or not during working hours or by the use of the facilities of the Company (collectively referred to as “Inventions”). Employee I further agrees agree that Employee I will hold in trust for the sole right and benefit of the Company, and hereby assigns assign to the Company, or its designee, all Employee’s my right, title, and interest in and to any and all such Inventions which Employee I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee I further acknowledges acknowledge that all of the above-described Inventions made during the period of Employee’s employment my Relationship with the Company are “works made for hire”, as that term is defined in the United States Copyright Act, to the greatest extent permitted by applicable law, and are compensated by Employee’s salarymy salary (if I am an employee) or by such other amount paid to me under any applicable consulting, independent contractor or other agreement or arrangement (if I am not an employee). All Inventions or other work product created by Employee me or on Employee’s my behalf or by Employee’s my affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in this Agreement. Employee I hereby appoints appoint the Company as Employee’s my attorney-in-fact to execute on Employee’s my behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any Inventions.

Assignment of Inventions. Employee (A) Consultant agrees that Employee will to promptly make full written disclosure to Citius, to hold in trust for the Company sole right and benefit of Citius, and hereby assigns to Citius, or its designee, all his or its right, title and interest throughout the world in and to any and all ideas, discoveries, inventions, original works of authorship, developments, designs, work products, innovations, concepts, know-how, and improvements or trade secrets which relate to the Company’s current or proposed businesssecrets, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company and whether or not patentable or registrable under copyright or similar laws and whether or not reduced to writinglaws, which Employee he or it may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during in connection with performing the period of time Employee is employed with the Company, whether or not during working hours or by the use of the facilities of the Company Services (collectively referred to as “Inventions”), except as provided below. Employee further agrees that Employee will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Employee’s right, title, and interest in and to any and all such Inventions which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, using the Company’s time and/or materials or equipment. Employee Consultant further acknowledges that all of the above-described Inventions made during the period of Employee’s employment with the Company are “works made for hire”, as that term is defined in the United States Copyright Act, ” (to the greatest extent permitted by applicable law, and are ) for which Consultant is adequately compensated by Employee’s salary. All Inventions Citius by amounts paid to him or other work product created by Employee or on Employee’s behalf or by Employee’s affiliates pursuant to this Agreement shall be free and clear of all encumbrances, including without limitation, security interest(s), licenses, liens or other restrictions other than as expressly provided for in it under this Agreement. Employee hereby appoints The provisions of this Agreement requiring assignment of Inventions to Citius does not apply to any invention for which no equipment, supplies, facility or trade secret information of Citius was used and which was developed entirely on Consultant’s own time, unless (a) it relates (i) directly to the Company as Employeebusiness of Citius or an existing or prospective portfolio company of Citius or (ii) to actual or demonstrably anticipated research or development of Citius or an existing or prospective portfolio company of Citius or (b) the Invention results from any work performed by Consultant for Citius (B) Consultant will assist Citius, or its designee, at Citius’s attorney-in-fact expense, in every proper way to secure Citius’s rights in the Inventions and any copyrights, patents, trademarks, mask work rights, moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to Citius of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which Citius shall deem necessary in order to apply for, obtain, maintain and transfer such rights and in order to assign and convey to Citius, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Consultant further agrees that his or its obligation to execute on Employee’s behalf or cause to be executed any assignments such instrument or papers shall continue after the termination of his or its relationship with Citius for any reason until the expiration of the last such intellectual property right to expire in any country of the world. The Consultant shall use such information only in furtherance of the objectives of this Agreement and for no other documents deemed necessary by the Company to protect or perfect its rights purpose and Consultant shall not disseminate such information to any Inventionsthird party except as authorized in writing by Citius.