Common use of Assignment of Inventions Clause in Contracts

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for the Company under this Agreement are the exclusive property of the Company. Consultant hereby assigns and agrees to assign to the Company, all of Consultant’s entire worldwide right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments to the Company and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the Company. (d) In the event that the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by Consultant.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for Employee agrees that Employee's services on behalf of the Company under this Agreement are works made for hire and all Inventions specified in Paragraph 4 (a)(i) shall be the exclusive sole property of the CompanyCompany and its assigns, and the Company and its assigns shall be the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protections in connection therewith. Consultant Employee hereby assigns and agrees to assign to the Company, all of Consultant’s entire worldwide right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that Consultant rights Employee now has or may have hereafter acquire in any such Inventions. If Consultant is unable Employee further agrees, as to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any such Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for every proper way (but at the Company’s benefit 's expense) to obtain, and from time to time enforce, patents, copyrights, trademarks, trade secrets, and other property rights and protections relating to such Inventions in any and all countries, and Consultant agrees to executethat end Employee will execute all documents for use in applying for and obtaining such patents, when requestedcopyrights, patenttrademarks, copyright or similar applications trade secrets, and other rights and protections on, and enforcing, such Inventions, as the Company may desire, together with any assignments thereof to the Company and any other lawful documents deemed necessary or persons designated by it. Employee's obligation to assist the Company in obtaining and enforcing patents, copyrights, trademarks, trade secrets, and other rights and protections relating to carry out the purpose of this Agreement. The Parties agree that the obligations such Inventions in any and undertakings stated in this Section 4.4(b) will all countries shall continue beyond the termination of Consultant’s service to Employee's employment by the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to but the Company shall compensate Employee at a fair and reasonable fee in addition to reimbursement rate after termination of authorized expenses incurred employment for time actually spent by Employee, at the prior written request of the Company. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment of all rights to Inventions to the Company for all works subject to copyright protection's request, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the Company. (d) on such assistance. In the event that the Company is unable for any reason whatsoever unable, after reasonable effort, to secure Consultant’s Employee's signature to on any lawful and necessary document required or documents needed to apply for or execute prosecute any patent, copyright copyright, trademark, trade secret, or other applications with respect right or protection relating to an Invention, whether because of Employee's physical or mental capacity or for any Inventions (including improvementsreason whatsoever, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant Employee hereby irrevocably designates and appoints the Company and Company, its duly authorized officers and agents as Consultant’s agents Employee's agent coupled with an interest and attorneysattorney-in-fact fact, to act for and in Consultant’s Employee's behalf and instead of Consultant, stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets, or other similar rights or protections thereon with the same legal force and effect affect as if executed by ConsultantEmployee.

Assignment of Inventions. (a) Inventions resulting from ConsultantEmployee has attached hereto as Exhibit C a list, if any, describing all inventions, processes, designs, technology, information, software, illustrations, artwork, documentation, photographs, trademarks, materials, original works of authorship, and trade secrets made by him prior to the date of this Agreement that (i) belong solely to Employee or jointly to Employee and another, (ii) relate in any way to the Company’s business or services, and (iii) are not assigned to the Company by this Agreement. If no such list is attached, there are no such Prior Inventions. (b) Employee hereby assigns to the Company all right, title and interest throughout the world in and to any and all inventions, processes, designs, technology, information, software, illustrations, artwork, documentation, photographs, trademarks, materials, original works of authorship, and trade secrets that Employee may solely or jointly conceive or develop or reduce to practice during Employee’s employment by the Company that (i) pertain to any business activity of the Company, (ii) are aided by the use of time, materials, facilities, Trade Secrets, or Confidential Information of the Company, or (iii) relate to any of Employee’s work for the Company under this Agreement are the exclusive property of the Company. Consultant hereby (collectively referred to as “Inventions”). (c) Employee assigns and agrees to assign to the Company, Company all of Consultant’s entire worldwide right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns throughout the world to Company any and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any intellectual property rights associated with such Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit including without limitation all patents, copyrights, trademark rights, trade dress rights and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments trade secret rights. Employee will promptly make full written disclosure to the Company of all Inventions and any other lawful documents deemed necessary will hold all Inventions in trust for the sole right and benefit of the Company. All copyrightable works made by the Employee during Employee’s employment by the Company are and will be treated as “works made for hire” to carry out the purpose greatest extent permitted by applicable law. Employee’s assignment of Inventions under this Section 4.10 includes Inventions created during Employee’s employment by the Company prior to the date of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Companyif any. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the Company. (d) In the event that the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by Consultant.

Assignment of Inventions. Employee agrees to promptly disclose to ISS inventions, ideas, processes, writings, designs, developments and improvements, whether or not protectable under the applicable patent, trademark or copyright statutes, which Employee makes, conceives, reduces to practice, or learns during his/her employment by ISS, either alone or jointly with others, relating to any business in which ISS is or may be concerned (“Inventions”). Such disclosures will be made by Employee to ISS in a written report, setting forth in detail the structures, procedures and methodology employed and the results achieved. (a) Inventions resulting from Consultant’s To the extent that any Invention qualifies as “work made for the Company under this Agreement are hire” as defined in 17 U.S.C. § 101 (1976), as amended, such Invention will be the exclusive property of ISS. Moreover, Employee agrees to treat every work or idea created or acquired by or on behalf of Employee for ISS as a “work made for hire.” It is the Company. Consultant intent of both Employee and ISS that ISS have unrestricted ownership in all of such works and to any derivative works thereof, without further compensation of any kind to Employee or to those with whom Employee may work. (b) Consistent with and to the extent permitted by law, Employee hereby assigns and agrees to assign to the CompanyISS all rights in and to these Inventions, including, but not limited to, applications for United States and foreign patents and resulting patents and to further cooperate with ISS in maintaining, obtaining, and protecting such proprietary rights. Employee shall execute all applications, assignments and other papers necessary to enable ISS to obtain full protection and title to such matter and inventions, and Employee hereby waives any claim of Consultant’s entire worldwide right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights moral right that Consultant Employee may have in or in connection with any such work. (c) Employee further acknowledges that he received notice from ISS that his obligation to assign rights in and to any Inventions does not apply to an Invention for which no equipment, supplies, facility or trade secret information of ISS was used and which was developed entirely on Employee’s own time, and (1) which does not relate (A) directly to the business of ISS or (B) to ISS’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by Employee for ISS. (d) Employee has attached a complete list of all existing patentable or non-patentable inventions, original works of authorship, derivative works, trade secrets, trademarks, copyrights, service marks, discoveries, patents, technology, algorithms, computer software, application programming interfaces, protocols, formulas, compositions, ideas, designs, processes, techniques, know-how, data, and all improvements thereto to which Employee claims ownership as of the date of this Agreement and which Employee desires to clarify are not subject to this Agreement (“Excluded Inventions”). If Consultant no such list is unable attached to transfer any Moral Rights to this Agreement, Employee represents that he has no such Excluded Inventions at the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination time of signing this Agreement. (e) Employee further agrees that prior to separation from employment with ISS for any reason, he will disclose to ISS, in a written report, all Inventions, the rights to which he has agreed to assign to ISS under (a) and (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrightsabove, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments to the Company and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Companywhich he has not previously disclosed. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the Company. (df) In the event that of any dispute concerning whether an Invention made or conceived by Employee is the Company is unable for property of ISS, such Invention will be presumed to be the property of ISS, and Employee will bear the burden of establishing otherwise in any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for or execute any patentarbitration, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrightslitigation, or other rights thereon with the same legal force and effect as if executed by Consultantsimilar proceeding.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for All discoveries, concepts, and ideas, whether or not patentable or subject to copyright protection, including but not limited to improvements, know-how, data, processes, methods, formulae, and techniques, as well as improvements thereof, or know-how related thereto, concerning any past, present or prospective activities of NU-MED which Consultant makes, discovers or conceives (whether or not during the Company under this Agreement are hours of his engagement or with the exclusive use of NU-MED's facilities, materials or personnel), either solely or jointly with others during his engagement by NU-MED or any affiliate and, if based on or related to Confidential Information, at any time after termination of such engagement (collectively, the "inventions"), shall be the sole property of the Company. NU-MED, and Consultant hereby assigns and agrees to assign to perform the Company, all of Consultant’s entire worldwide right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination provisions of this AgreementSection 8 with respect thereto without the payment by NU-MED of any royalty or any consideration therefor other than the regular compensation paid to Consultant in his capacity as a consultant. (b) Any written notebooks maintained by Consultant agrees with respect to assist Inventions and studies or research projects undertaken on NU-MED's behalf shall at all times be the Company in any reasonable manner property of NU-MED and shall be surrendered to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments to the Company and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the NU-MED upon termination of Consultant’s service to 's engagement or, upon the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the CompanyNU-MED, at any time prior thereto. (c) Consultant agrees hereby assigns to execute upon the Company’s request a signed transfer ownership NU-MED all of and assignment of all his rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the CompanyInventions. (d) In the event that the Company is unable for any reason whatsoever Consultant shall sign, acknowledge and deliver promptly to secure Consultant’s signature NU-MED, without charge to any lawful and necessary document required to apply for or execute any patentNU-MED, copyright or other applications with respect to any Inventions but at his expense, such written instruments (including improvementsapplications and assignments) and take such other acts, renewals, extensions, continuations, divisions or continuations such as giving testimony in part thereof), Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead support of Consultant's inventorship, as may be necessary in the reasonable opinion of NU-MED to execute obtain, maintain, extend, reissue and file any such application enforce United States and/or foreign letters patent and copyrights relating to Inventions invented by Consultant and to vest the entire right and title thereto in NU-MED or its nominee. Consultant acknowledges and agrees that any copyright developed or conceived of by Consultant during the term of his engagement by NU-MED, which is related to the business of NU-MED, shall be a "work for hire" under the copyright law of the United States and other applicable jurisdictions. (e) Consultant represents that his performance of all other lawfully permitted acts the terms of this Agreement and as a consultant to further NU-MED does not and will not breach any trust or contract entered into prior to his employment by NU-MED. Consultant agrees not to enter into any agreement either written or oral in conflict herewith and represents and agrees that he has not brought and will not bring with them to NU-MED or use in the prosecution performance of his responsibilities at NU-MED any materials or documents of a former employer which are not generally available to the public, unless he has obtained written authorization from the former employer for their possession and issuance use and provided a copy of patents, copyrights, or other rights thereon with such authorization to NU-MED. (f) No provisions of this Paragraph shall be deemed to limit the same legal force restrictions applicable to Consultant under Sections 9 and effect as if executed by Consultant10.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for the Company under this Agreement are the exclusive property of the Company. Consultant Executive hereby assigns covenants and agrees to assign that Executive will promptly make full written disclosure to the 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 ConsultantExecutive’s entire worldwide right, right title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that Consultant may have in inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, online rights to any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any website and all Moral Rights Consultant may have materials contained in any Inventionsand elements of such websites, even after expiration trademarks or termination of this Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patentstrade secrets, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, whether or not patentable or registrable under copyright or similar applications laws, which Executive may, solely or jointly, conceive or develop or reduce to practice, or has caused to be conceived or developed or reduced to practice, prior to and assignments to during the period of time Executive is in the employ of the Company (collectively, “Inventions”). Executive further acknowledges and any other lawful documents deemed necessary understands that all original works of authorship that are made by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. Executive (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating ) during the period of Executive’s employment with the Company and that are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. Executive hereby understands and agrees that the decision whether or useful not to commercialize or market any Invention is within the Company’s business sole discretion and for the Company’s sole benefit and that no royalty will be due to Executive as presently conducted a result of the Company’s efforts to commercialize or as conducted at market any time during Consultantsuch invention. If, in any judicial proceeding, or by operation of law any assignment pursuant to this Section 8 is rendered void or ineffective, Executive hereby grants to Company a perpetual, royalty-free, assignable, fully paid, irrevocable license, to use and otherwise exploit such Inventions, including the right to grant sublicenses and to make derivative works thereof, and to make, have made, use, sell, offer for sale and import products, practice methods and processes and provide services with respect to all of the foregoing. The Executive acknowledges that the Company has a valuable body of trade secrets, including, without limitation, know-how, concepts and other technical data (the “Proprietary Information”), for the development and providing of its products or services. The Executive is not aware that any of the Company’s work employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Company, or that would conflict with the Company. ’s business. The Executive does not believe it is, or will be, necessary to utilize any inventions or proprietary rights of any of the Company’s employees (d) In the event that or people the Company is unable currently intends to hire) made prior to their employment by the Company, or any consultants who have helped develop any patents, patent rights, patent applications, trademarks, trademark rights, service marks, service xxxx rights, trade names, trade name rights, copyrights or Proprietary Information, except for any reason whatsoever those already transferred to secure Consultant’s signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by Consultanttransferred hereby.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for For purposes of this Section 16, the term "Inventions" shall mean discoveries, concepts, and ideas, whether patentable or copyrightable or not, including but not limited to improvements, know-how, data, processes, methods, formulae, and techniques, as well as improvements thereof or know-how related thereto, concerning any past, present or prospective activities of the Company under this Agreement are which the exclusive Executive makes, discovers or conceives (whether or not during the hours of his engagement or with the use of the Company's facilities, materials or personnel), either solely or jointly with others during his or her engagement by the Company or any affiliate and, if based on or related to Proprietary Information, at any time after termination of such engagement. All Inventions shall be the sole property of the Company. Consultant hereby assigns , and Executive agrees to assign perform the provisions of this Section 16 with respect thereto without the payment by the Company of any royalty or any consideration therefor other than the regular compensation paid to the Company, all Executive in the capacity of Consultant’s entire worldwide right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors an employee or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreementconsultant. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments The Executive hereby assigns to the Company all of his rights to such Inventions, and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations applications for United States and/or foreign letters patent or copyrights and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called United States and/or foreign letters patent or copyrights granted upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Companysuch Inventions. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of The Executive shall acknowledge and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful deliver promptly to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with , without charge to the Company, but at its expense, such written instruments (including applications and assignments) and do such other acts, such as giving testimony in support of the Executive's inventorship, as may be necessary in the opinion of the Company to obtain, maintain, extend, reissue and enforce United States and/or foreign letters patent and copyrights relating to the Inventions and to vest the entire right and title thereto in the Company or its nominee. The Executive acknowledges and agrees that any copyright developed or conceived of by the Executive during the term of Executive's employment which is related to the business of the Company shall be a "work for hire" under the copyright law of the United States and other applicable jurisdictions. (d) In No provisions of this Section shall be deemed to limit the event that restrictions applicable to the Executive under Section 15. (e) No provisions of this Section shall be deemed or construed to require the Executive to assign to the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for rights or execute any patent, copyright or other applications intellectual property with respect to any invention which (i) is created by the Executive entirely on his own time, (ii) does not constitute an "employment invention" as defined in the Utah Employment Inventions Act, and (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints iii) is not exempted from the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead application of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by ConsultantUtah Employment Inventions Act.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for the Company under this Agreement are the exclusive property of the Company. Consultant hereby assigns Employee expressly understands and agrees to assign to the Company, all of Consultant’s entire worldwide right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company that any and all right or interest Employee obtains in any designs, trade secrets, technical specifications and technical data, know-how and show-how, customer and vendor lists, marketing plans, pricing policies, inventions, concepts, ideas, expressions, discoveries, improvements and patent or patent rights which are authored, conceived, devised, developed, reduced to practice, or otherwise obtained by him during the term of this Agreement which relate to or arise out of his relationship with the Company and which relate to the business of the Company are expressly regarded as “works for hire” or works invented or authored within the scope of employment or engagement, whether as an adviser, consultant, officer, executive, director or other capacity (the “Inventions”). Employee hereby assigns to the Company the sole and exclusive right to such Inventions. Any assignment of Inventions (and all intellectual property rights with respect thereto) hereunder includes an assignment of all “Moral Rights” (which shall mean all paternity, integrity, disclosure, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction or country). To the extent such Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments cannot be assigned to the Company and to the extent the following is allowed by the laws in any country where Moral Rights exist, Employee hereby unconditionally and irrevocably waives the enforcement of such Moral Rights, and all claims and causes of action of any kind against the Company or related to the Company’s customers, with respect to such rights. Employee further acknowledges and agrees that neither his successors-in-interest nor legal heirs retain any Moral Rights in any Inventions (and any intellectual property rights with respect thereto). Employee agrees to disclose all Inventions fully and in writing to the Company promptly after development, conception, invention, creation or discovery of the same, and at any time upon request. Employee will provide all assistance that the Company reasonably requests to secure or enforce its rights throughout the world with respect to Inventions, including signing all necessary documents to memorialize those rights and take any other lawful documents deemed 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 to otherwise protect the Company’s trade secrets and proprietary interest in such Inventions. The obligations of this Section shall continue beyond the termination of Employee’s relationship with respect to such Inventions conceived of, reduced to practice, or developed by the Company to carry out Employee during the purpose term of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant Company agrees to execute upon the Company’s request a signed transfer ownership of pay any and assignment of all rights to Inventions copyright, trademark and patent fees and expenses or other costs incurred by Employee for any assistance rendered to the Company for all works subject pursuant to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the Company. (d) this Section. In the event that the Company is unable for any reason whatsoever unable, after reasonable effort, to secure ConsultantEmployee’s signature to on any lawful and necessary document required to apply for or execute any patentpatent application, copyright or trademark registration or other applications with respect analogous protection relating to any Inventions (including improvementsan Invention, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers officer and agents agent as Consultant’s agents his agent and attorneysattorney-in-fact fact, to act for and in Consultant’s on his behalf and instead of Consultant, stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of patentsletters patent, copyrights, copyright or other rights analogous protection thereon with the same legal force and effect as if executed by Consultantthe Employee. In Attachment A to this Agreement, Employee has listed all Inventions that relate to the business of the Company that Employee (alone or jointly with others) made, conceived, or first reduced to practice by Employee prior to Employee’s execution of this Agreement, and in which Employee has any property interest or claim of ownership. If no such Inventions are listed in said Attachment, Employee represents that Employee has no such Inventions. To the extent Employee is a citizen of and subject to law of a state which provides a limitation on invention assignments, then this Agreement’s assignment shall not include inventions excluded under such law. Notwithstanding anything to the contrary in this Section 6, this Section 6 shall not apply to inventions that the Employee develops entirely on his own time without using the Company’s equipment, supplies, facilities, or trade secret information, except to the extent such inventions (a) 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 (b) result from any work performed by the Employee for the Company.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for For purposes of this Section 16, the term “Inventions” shall mean discoveries, concepts, and ideas, whether patentable or copyrightable or not, including but not limited to improvements, know-how, data, processes, methods, formulae, and techniques, as well as improvements thereof or know-how related thereto, concerning any past, present or prospective activities of the Company under this Agreement are which the exclusive Executive makes, discovers or conceives (whether or not during the hours of his engagement or with the use of the Company’s facilities, materials or personnel), either solely or jointly with others during his or her engagement by the Company or any affiliate and, if based on or related to Proprietary Information, at any time after termination of such engagement. All Inventions shall be the sole property of the Company. Consultant hereby assigns , and Executive agrees to assign perform the provisions of this Section 16 with respect thereto without the payment by the Company of any royalty or any consideration therefor other than the regular compensation paid to the Company, all Executive in the capacity of Consultant’s entire worldwide right, title and interest in Inventionsan employee or consultant. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Xxxxxx Employment Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments The Executive hereby assigns to the Company all of his rights to such Inventions, and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations applications for United States and/or foreign letters patent or copyrights and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called United States and/or foreign letters patent or copyrights granted upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Companysuch Inventions. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of The Executive shall acknowledge and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful deliver promptly to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with , without charge to the Company, but at its expense, such written instruments (including applications and assignments) and do such other acts, such as giving testimony in support of the Executive’s inventorship, as may be necessary in the opinion of the Company to obtain, maintain, extend, reissue and enforce United States and/or foreign letters patent and copyrights relating to the Inventions and to vest the entire right and title thereto in the Company or its nominee. The Executive acknowledges and agrees that any copyright developed or conceived of by the Executive during the term of Executive’s employment which is related to the business of the Company shall be a “work for hire” under the copyright law of the United States and other applicable jurisdictions. (d) In No provisions of this Section shall be deemed to limit the event that restrictions applicable to the Executive under Section 15. (e) No provisions of this Section shall be deemed or construed to require the Executive to assign to the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for rights or execute any patent, copyright or other applications intellectual property with respect to any invention which (i) is created by the Executive entirely on his own time, (ii) does not constitute an “employment invention” as defined in the Utah Employment Inventions Act, and (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints iii) is not exempted from the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead application of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by ConsultantUtah Employment Inventions Act.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work During the period of employment and for the Company under this Agreement are six (6) months thereafter, the exclusive property of the Company. Consultant hereby assigns Executive will promptly and agrees to assign fully disclose to the Company, and will hold in trust for the Company’s sole right and benefit, any Invention that the Executive makes, conceives or reduces to practice, or causes to made, conceived or reduced to practice, either alone or in conjunction with others, whether made during the working hours of the Company or on the Executive’s own time. The Executive will: (i) assign and hereby does assigns to the Company all of Consultantthe Executive’s entire worldwide right, title and interest in and to all such Inventions. Further, Consultant hereby irrevocably transfers any applications for patents, copyrights or any other registration of intellectual property in any country covering or relating to any such Invention, and assigns any patents, copyrights or other intellectual property registration granted to the Executive or the Company; and (ii) acknowledge and deliver promptly to the Company any written instruments, and all Moral Rights that Consultant may have perform any other acts necessary in the Company’s opinion to preserve property rights in any Inventions. If Consultant is unable Invention against forfeiture, abandonment or loss, to transfer obtain and maintain letters patent and/or copyrights or other registration of any Moral Rights intellectual property rights on any such Invention, and to vest the entire right and title to the Invention and related intellectual property in the Company. The Executive agrees to perform promptly (without charge to the Company but at the expense of the Company) all such acts as may be necessary in the Company’s opinion to preserve all patents and/or copyrights or other intellectual property covering the Inventions and to enable the Company to obtain the sole right, Consultant also hereby forever waives title and agrees never to assert against Companyinterest in all such Inventions, its successors including without limitation the execution of assignments or licensees any patent prosecution documentation and all Moral Rights Consultant may have appearing as a witness in any Inventions, even after expiration or termination of action brought in connection with this Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments to the Company and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b4 does not apply to any Invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on the Executive’s own time, and that does not: (i) will continue beyond the termination of Consultant’s service relate directly to the Company’s business or to the Company’s actual or demonstrably anticipated research or development, or (ii) result from any work the Executive performed for the Company. If called upon All inventions that the Executive has already conceived or reduced to render assistance under practice that the Executive claims to be excluded from the scope of this Section 4.4(bAgreement are listed on Attachment A (if none, write “none”). The Executive represents that, Consultant will be entitled except as disclosed on Attachment A to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request this Agreement, as of the Companydate of this Agreement, the Executive has no rights under and will make no claims against the Company with respect to any inventions, discoveries, improvements, ideas or works of authorship which would be Inventions if made, conceived, authored or acquired by the Executive during the term of this Agreement. (c) Consultant agrees The Executive acknowledges that any documents, drawings, computer software or other work of authorship prepared by the Executive within the scope of the Executive’s employment is a “work made for hire” under U.S. copyright laws (17 U.S.C. § 101 (1976)), and that, accordingly, the Company exclusively owns all copyright rights in such works of authorship. For purposes of this Agreement, “scope of employment” means the work of authorship (i) relates to execute upon any subject matter pertaining to the Executive’s employment; (ii) relates to or is directly or indirectly connected with the existing or reasonably foreseeable business, products, projects or Trade Secrets or Confidential Information of the Company’s request a signed transfer ownership ; or (iii) involves the use of and assignment any time, material or facility of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the Company. (d) In the event that the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by Consultant.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for As between the Company under this Agreement and myself, I agree that all right, title, and interest in and to any and all copyrightable material, notes, records, ideas, drawings, designs, logos, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by me, solely or in collaboration with others, during the period of time I am in the employ of the Company (including during my off-duty hours), or with the use of the Company’s equipment, supplies, facilities, or Company Confidential Information, and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing, except as provided in Section 3.G below (collectively, “Inventions”), are the exclusive sole property of the Company. Consultant hereby assigns and agrees I also agree to assign promptly make full written disclosure to the CompanyCompany of any Inventions, and to deliver and assign and hereby irrevocably assign fully to the Company all of Consultant’s entire worldwide my right, title and interest in and to Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights I agree that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments assignment includes a present conveyance to the Company and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment Inventions that are not yet in existence. I further acknowledge that all original works of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, authorship that Consultant develops, are made by me (solely or jointly with others, relating ) within the scope of and during the period of my employment with the Company and that 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 useful not to commercialize or market any Inventions is within the Company’s business as presently conducted or as conducted at any time during Consultant’s work with sole discretion and for the Company. (d) In the event ’s sole benefit, and that the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for or execute any patent, copyright no royalty or other applications consideration will be due to me as a result of the Company’s efforts to commercialize or market any such Inventions. I understand that any and all Inventions that I may work on with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions personnel of the Company’s subsidiaries or continuations in part thereof), Consultant hereby irrevocably designates and appoints other affiliates constitute joint research between the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, subsidiaries or other rights thereon with affiliates, as applicable, for the same legal force and effect as if executed by Consultantpurposes of 35 U.S.C. section 103(c)(2).

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for As between the Company under this Agreement and myself, I agree that all right, title, and interest in and to any and all copyrightable material, notes, records, drawings, designs, logos, inventions, improvements, developments, discoveries, ideas and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by me, solely or in collaboration with others, during the period of time I am in the employ of the Company (including during my off-duty hours), or with the use of the Company’s equipment, supplies, facilities, or Company Confidential Information, and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing, except as provided in Section 3.G below (collectively, “Inventions”), are the exclusive sole property of the Company. Consultant hereby assigns and agrees I also agree to assign promptly make full written disclosure to the CompanyCompany of any Inventions, and to deliver and assign and hereby irrevocably assign fully to the Company all of Consultant’s entire worldwide my right, title and interest in and to Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights I agree that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments assignment includes a present conveyance to the Company and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment Inventions that are not yet in existence. I further acknowledge that all original works of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, authorship that Consultant develops, are made by me (solely or jointly with others, relating ) within the scope of and during the period of my employment with the Company and that 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 useful not to commercialize or market any Inventions is within the Company’s business as presently conducted or as conducted at any time during Consultant’s work with sole discretion and for the Company. (d) In the event ’s sole benefit, and that the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for or execute any patent, copyright no royalty or other applications consideration will be due to me as a result of the Company’s efforts to commercialize or market any such Inventions. I understand that any and all Inventions that I may work on with respect to any Inventions personnel of the Company’s parent or other affiliates (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints if any) constitute joint research between the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, parent or other rights thereon with affiliates, as applicable, for the same legal force and effect as if executed by Consultantpurposes of 35 U.S.C. section 102(c).

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for the Company under this Agreement are the exclusive property of the Company. Consultant hereby assigns Employee expressly understands and agrees to assign to the Company, all of Consultant’s entire worldwide right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company that any and all right or interest Employee obtains in any designs, trade secrets, technical specifications and technical data, know-how and show-how, customer and vendor lists, marketing plans, pricing policies, inventions, concepts, ideas, expressions, discoveries, improvements and patent or patent rights which are authored, conceived, devised, developed, reduced to practice, or otherwise obtained by him during the term of this Agreement which relate to or arise out of his relationship with the Company and which relate to the business of the Company are expressly regarded as “works for hire” or works invented or authored within the scope of employment or engagement, whether as an adviser, consultant, officer, executive, director or other capacity (the “Inventions”). Employee hereby assigns to the Company the sole and exclusive right to such Inventions. Any assignment of Inventions (and all intellectual property rights with respect thereto) hereunder includes an assignment of all “Moral Rights” (which shall mean all paternity, integrity, disclosure, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction or country). To the extent such Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments cannot be assigned to the Company and to the extent the following is allowed by the laws in any country where Moral Rights exist, Employee hereby unconditionally and irrevocably waives the enforcement of such Moral Rights, and all claims and causes of action of any kind against the Company or related to the Company’s customers, with respect to such rights. Employee further acknowledges and agrees that neither his successors-in-interest nor legal heirs retain any Moral Rights in any Inventions (and any intellectual property rights with respect thereto). Employee agrees to disclose all Inventions fully and in writing to the Company promptly after development, conception, invention, creation or discovery of the same, and at any time upon request. Employee will provide all assistance that the Company reasonably requests to secure or enforce its rights throughout the world with respect to Inventions, including signing all necessary documents to memorialize those rights and take any other lawful documents deemed 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 to otherwise protect the Company’s trade secrets and proprietary interest in such Inventions. The obligations of this Section shall continue beyond the termination of Employee’s relationship with respect to such Inventions conceived of, reduced to practice, or developed by the Company to carry out Employee during the purpose term of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant Company agrees to execute upon the Company’s request a signed transfer ownership of pay any and assignment of all rights to Inventions copyright, trademark and patent fees and expenses or other costs incurred by Employee for any assistance rendered to the Company for all works subject pursuant to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the Company. (d) this Section. In the event that the Company is unable for any reason whatsoever unable, after reasonable effort, to secure ConsultantEmployee’s signature to on any lawful and necessary document required to apply for or execute any patentpatent application, copyright or trademark registration or other applications with respect analogous protection relating to any Inventions (including improvementsan Invention, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers officer and agents agent as Consultant’s agents his agent and attorneysattorney-in-fact fact, to act for and in Consultant’s on his behalf and instead of Consultant, stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of patentsletters patent, copyrights, copyright or other rights analogous protection thereon with the same legal force and effect as if executed by Consultantthe Employee. A-4 In Attachment A to this Agreement, Employee has listed all Inventions that relate to the business of the Company that Employee (alone or jointly with others) made, conceived, or first reduced to practice by Employee prior to Employee’s execution of this Agreement, and in which Employee has any property interest or claim of ownership. If no such Inventions are listed in said Attachment, Employee represents that Employee has no such Inventions. To the extent Employee is a citizen of and subject to law of a state which provides a limitation on invention assignments, then this Agreement’s assignment shall not include inventions excluded under such law. Notwithstanding anything to the contrary in this Section 6, this Section 6 shall not apply to inventions that the Employee develops entirely on his own time without using the Company’s equipment, supplies, facilities, or trade secret information, except to the extent such inventions (a) 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 (b) result from any work performed by the Employee for the Company.

Assignment of Inventions. (a) Inventions resulting from Consultant agrees that all Confidential Information and all other inventions, discoveries, concepts, designs, research methods and results, processes, formulae, creations, products, works of authorship, databases, trade secrets and know-how, or parts thereof, conceived, developed, or otherwise made by Consultant’s work for , alone or jointly with others and in any way relating to the Company's present or proposed programs or services or to tasks assigned to me during the course of Consultant's engagement by the Company, whether or not patentable or subject to copyright protection and whether or not reduced to tangible form or reduced to practice, during the period of Consultant's engagement by the Company, whether or not made during Consultant's regular working hours, and whether or not made on the premises of the Company, and whether or not disclosed by Consultant to the Company under this Agreement are (hereinafter collectively referred to as "Developments"), together with all goods or services which embody or emulate such Developments, shall be the exclusive sole property of the Company. Consultant agrees to, and hereby assigns does, assign to the Company all his or her right, title and interest throughout the world in and to all Developments and to anything tangible which evidences, incorporates, constitutes, represents or records any such Developments. Consultant agrees that all such Developments shall constitute works made for hire under the copyright laws of the United States and hereby assign and, to the extent any such assignment cannot be made at present, hereby agrees to assign to the CompanyCompany all copyrights, all of Consultant’s entire worldwide right, title patents and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that other proprietary rights Consultant may have in any Inventions. If Consultant is unable such Development, together with the right to transfer any Moral Rights to the Companyfile for and/or own wholly without restriction United States and foreign patents, Consultant also hereby forever waives trademarks, and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreementcopyrights with respect thereto. (b) Consultant agrees shall make and maintain adequate and current written records of all Developments, and shall disclose all Developments promptly, fully and in writing to assist an authorized officer of the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments to the Company and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called immediately upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request development of the Company. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of same and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the Companyupon request. (d) In the event that the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by Consultant.

Assignment of Inventions. Employee agrees to promptly disclose to ISS inventions, ideas, processes, writings, designs, developments and improvements, whether or not protectable under the applicable patent, trademark or copyright statutes, which Employee makes, conceives, reduces to practice, or learns during his/her employment by ISS, either alone or jointly with others, relating to any business in which ISS is or may be concerned (“Inventions”). Such disclosures will be made by Employee to ISS in a written report, setting forth in detail the structures, procedures and methodology employed and the results achieved. (a) Inventions resulting from Consultant’s To the extent that any Invention qualifies as “work made for the Company under this Agreement are hire” as defined in 17 U.S.C. § 101 (1976), as amended, such Invention will be the exclusive property of ISS. Moreover, Employee agrees to treat every work or idea created or acquired by or on behalf of Employee for ISS as a “work made for hire.” It is the Company. Consultant intent of both Employee and ISS that ISS have unrestricted ownership in all of such works and to any derivative works thereof, without further compensation of any kind to Employee or to those with whom Employee may work. (b) Consistent with and to the extent permitted by law, Employee hereby assigns and agrees to assign to the CompanyISS all rights in and to these Inventions, including, but not limited to, applications for United States and foreign patents and resulting patents and to further cooperate with ISS in maintaining, obtaining, and protecting such proprietary rights. Employee shall execute all applications, assignments and other papers necessary to enable ISS to obtain full protection and title to such matter and inventions, and Employee hereby waives any claim of Consultant’s entire worldwide right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights moral right that Consultant Employee may have in or in connection with any such work. (c) Employee further acknowledges that he/she received notice from ISS that his/her obligation to assign rights in and to any Inventions does not apply to an Invention for which no equipment, supplies, facility or trade secret information of ISS was used and which was developed entirely on Employee’s own time, and (1) which does not relate (A) directly to the business of ISS or (B) to ISS’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by Employee for ISS. (d) Employee has attached a complete list of all existing patentable or non-patentable inventions, original works of authorship, derivative works, trade secrets, trademarks, copyrights, service marks, discoveries, patents, technology, algorithms, computer software, application programming interfaces, protocols, formulas, compositions, ideas, designs, processes, techniques, know-how, data, and all improvements thereto to which Employee claims ownership as of the date of this Agreement and which Employee desires to clarify are not subject to this Agreement (“Excluded Inventions”). If Consultant no such list is unable attached to transfer any Moral Rights to this Agreement, Employee represents that he/she has no such Excluded inventions at the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination time of signing this Agreement. (e) Employee further agrees that prior to separation from employment with ISS for any reason, he/she will disclose to ISS, in a written report, all Inventions, the rights to which he/she has agreed to assign to ISS under (a) and (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrightsabove, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments to the Company and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Companywhich he/she has not previously disclosed. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the Company. (df) In the event that of any dispute concerning whether an Invention made or conceived by Employee is the Company is unable for property of ISS, such Invention will be presumed to be the property of ISS, and Employee will bear the burden of establishing otherwise in any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for or execute any patentarbitration, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrightslitigation, or other rights thereon with the same legal force and effect as if executed by Consultantsimilar proceeding.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for I understand that the Company is engaged in the business of information security an unstructured data management software (the “Business”). I agree that the Company shall be the owner, automatically upon creation, of all right, title and interest in, to and under this Agreement any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or Trade Secrets, whether or not patentable or registrable under patent, copyright or similar laws (“Inventions”), that are directly related to the exclusive Business and any ensuing rights, including all rights, powers, privileges and immunities arising thereunder or conferred thereby, and all applications for intellectual or industrial property that may hereinafter be filed for such Inventions in any jurisdiction, and all divisions, renewals and continuations thereof, and all registrations that may be granted thereon and all extensions and reissues thereof, together with any and all rights of priority relating to the Inventions and any registrations that may be granted thereon, expressly including the right to sue for past infringement (all the above together referred to as the “Company Inventions”). I agree and undertake to: (i) promptly disclose to the Company in writing, sufficient to identify the Company’s Inventions in question, the creation or existence of all Company Inventions; and (ii) take such action, during the term of the Company. Consultant hereby assigns Agreement and agrees thereafter, as the Company may request, to assign to evidence, transfer, vest or confirm the Company, all of Consultant’s entire worldwide right, title and interest in and to the Company Inventions. FurtherShould ownership in any of the Company Inventions, Consultant as a matter of law, not vest in the Company upon creation, then I undertake to assign and do hereby irrevocably transfers and assigns to Company any and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights unconditionally assign to the Company, Consultant also hereby forever waives its successors, legal representatives and agrees never assigns all right, title and interest in, to assert against and under the Company Inventions to the extent that I may have such rights, and I shall have no right whatsoever in, to and under the Company Inventions. Notwithstanding the foregoing, nothing in this Agreement shall be construed to obligate me to assign to the Company any development which, in the sole judgment of the Company, its successors reasonably exercised, (a) is developed entirely on my own time, or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees does not relate to assist the business efforts or research and development efforts in which, during the period of my employment, the Company in any reasonable manner to obtain actually is engaged or reasonably would be engaged, and enforce for provided that neither (a) nor (b) results from the use of premises, equipment, or resources owned or leased by the Company’s benefit patents; provided, copyrightshowever, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments that I agree that I shall promptly disclose to the Company and any other lawful documents deemed necessary by the Company to carry out such developments for the purpose of determining whether they qualify for such exclusion. I understand that, to the extent this Agreement. The Parties agree that the obligations and undertakings stated Agreement is required to be construed in accordance with applicable laws which preclude a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b), Consultant 2B will be entitled interpreted not to apply to any invention which a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment of all rights to Inventions to court rules and/or the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the Companyagrees falls within such classes. (d) In the event that the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by Consultant.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for the Company under this Agreement are the exclusive property of the Company. Consultant hereby assigns Employee expressly understands and agrees to assign to the Company, all of Consultant’s entire worldwide right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company that any and all right or interest Employee obtains in any designs, trade secrets, technical specifications and technical data, know-how and show-how, customer and vendor lists, marketing plans, pricing policies, inventions, concepts, ideas, expressions, discoveries, improvements and patent or patent rights which are authored, conceived, devised, developed, reduced to practice, or otherwise obtained by him during the term of his employment under the Employment Agreement or at any time prior thereto which relate to or arise out of his employment with the Company and which relate to the business of the Company are expressly regarded as “works for hire” or works invented or authored during the course and scope of employment or engagement, whether as an adviser, consultant, officer, executive, director or other capacity (the “Inventions”). Employee hereby assigns to the Company the sole and exclusive right to such Inventions. Any assignment of Inventions (and all intellectual property rights with respect thereto) hereunder includes an assignment of all “Moral Rights” (which shall mean all paternity, integrity, disclosure, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction or country). To the extent such Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments cannot be assigned to the Company and to the extent the following is allowed by the laws in any country where Moral Rights exist, Employee hereby unconditionally and irrevocably waives the enforcement of such Moral Rights, and all claims and causes of action of any kind against the Company or related to the Company’s customers, with respect to such rights. Employee further acknowledges and agrees that neither his successors-in-interest nor legal heirs retain any Moral Rights in any Inventions (and any intellectual property rights with respect thereto). Employee agrees to disclose all Inventions fully and in writing to the Company promptly after development, conception, invention, creation or discovery of the same, and at any time upon request. Employee will provide all assistance that the Company reasonably requests to secure or enforce its rights throughout the world with respect to Inventions, including signing all necessary documents to memorialize those rights and take any other lawful documents deemed 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 to otherwise protect the Company’s trade secrets and proprietary interest in such Inventions. The obligations of this Section shall continue beyond the termination of Employee’s relationship with respect to such Inventions conceived of, reduced to practice, or developed by the Company to carry out Employee during the purpose term of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant Company agrees to execute upon the Company’s request a signed transfer ownership of pay any and assignment of all rights to Inventions copyright, trademark and patent fees and expenses or other costs incurred by Employee for any assistance rendered to the Company for all works subject pursuant to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the Company. (d) this Section. In the event that the Company is unable for any reason whatsoever unable, after reasonable effort, to secure ConsultantEmployee’s signature to on any lawful and necessary document required to apply for or execute any patentpatent application, copyright or trademark registration or other applications with respect analogous protection relating to any Inventions (including improvementsan Invention, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers officer and agents agent as Consultant’s agents his agent and attorneysattorney-in-fact fact, to act for and in Consultant’s on his behalf and instead of Consultant, stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of patentsletters patent, copyrights, copyright or other rights analogous protection thereon with the same legal force and effect as if executed by Consultantthe Employee. In Attachment A to this Agreement, Employee has listed all Inventions that relate to the business of the Company that Employee (alone or jointly with others) made, conceived, or first reduced to practice by Employee prior to Employee’s execution of this Agreement, and in which Employee has any property interest or claim of ownership. If no such Inventions are listed in said Attachment, Employee represents that Employee has no such Inventions. To the extent Employee is a citizen of and subject to law of a state which provides a limitation on invention assignments, then this Agreement’s assignment shall not include inventions excluded under such law. Notwithstanding anything to the contrary in this Section 6, this Section 6 shall not apply to inventions that the Employee develops entirely on his own time without using the Company’s equipment, supplies, facilities, or trade secret information, except to the extent such inventions (a) 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 (b) result from any work performed by the Employee for the Company.

Assignment of Inventions. Any copyrightable work falling within the definition of Work Product shall be deemed a “work‑made‑for‑hire” under the copyright laws of the United States (a) Inventions resulting from Consultant’s work for 17 U.S.C. § 101 et seq.), and ownership of all rights therein shall vest in the Company under this Agreement are or its Subsidiaries, as applicable, from the exclusive property moment of fixation. In the Company. Consultant event that any Work Product is deemed not to be a “work-made-for-hire,” or if other rights may at any time be embodied in any Work Product, Participant hereby assigns and transfers, and agrees to assign to the Company, all of Consultant’s entire worldwide right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments to the Company and its legal successors and assigns, the entire right, title, and interest in and to such Work Product. Participant hereby waives, to the extent permitted by applicable law, all “moral rights” Participant has in and to the Work Product. Participant will promptly disclose any other lawful documents deemed necessary Work Product as may be susceptible of such manner of communication to the Company and perform all actions reasonably requested by the Company (whether before or after the Employment Termination Date) to carry out establish and confirm such ownership (including, without limitation, the purpose execution and delivery of this Agreement. The Parties agree that the obligations assignments, affidavits, declarations, oaths, exhibits, consents, powers of attorney and undertakings stated in this Section 4.4(bother instruments and documentation) will continue beyond the termination of Consultant’s service and to the Company. If called upon to render provide reasonable assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work of its Subsidiaries in connection with the Company. (d) In application and prosecution of any applications for any intellectual property rights or reissues thereof or in the event that prosecution or defense of interferences relating to any Work Product. Should the Company is be unable for any reason whatsoever to secure ConsultantParticipant’s signature to on any lawful and document necessary document required to apply for for, prosecute, obtain, or execute enforce any patent, copyright copyright, or other applications with respect right or protection relating to any Inventions (including improvementsWork Product, renewalswhether due to Participant’s mental or physical incapacity or any other cause, extensions, continuations, divisions or continuations in part thereof), Consultant Participant hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as ConsultantParticipant’s agents agent and attorneys-in-fact attorney in fact, to act for and in ConsultantParticipant’s behalf and instead of Consultantstead, to execute and file any such application document, and to do all other lawfully permitted acts to further the prosecution prosecution, issuance, and issuance enforcement of patents, copyrights, or other rights thereon or protections with the same legal force and effect as if executed and delivered by ConsultantParticipant.

Assignment of Inventions. Any copyrightable work falling within the definition of Work Product shall be deemed a “work-made-for-hire” under the copyright laws of the United States (a) Inventions resulting from Consultant’s work for 17 U.S.C. 101 et seq.), and ownership of all rights therein shall vest in the Company under this Agreement are or its Subsidiaries, as applicable, from the exclusive property moment of fixation. In the Company. Consultant event that any Work Product is deemed not to be a “work-made-for-hire,” or if other rights may at any time be embodied in any Work Product, Participant hereby assigns and transfers, and agrees to assign to the Company, all of Consultant’s entire worldwide right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments to the Company and its legal successors and assigns, the entire right, title, and interest in and to such Work Product. Participant hereby waives, to the extent permitted by applicable law, all “moral rights” Participant has in and to the Work Product. Participant will promptly disclose any other lawful documents deemed necessary Work Product as may be susceptible of such manner of communication to the Company and perform all actions reasonably requested by the Company (whether before or after Participant’s Termination Date) to carry out establish and confirm such ownership (including, without limitation, the purpose execution and delivery of this Agreement. The Parties agree that the obligations assignments, affidavits, declarations, oaths, exhibits, consents, powers of attorney and undertakings stated in this Section 4.4(bother instruments and documentation) will continue beyond the termination of Consultant’s service and to the Company. If called upon to render provide reasonable assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work of its Subsidiaries in connection with the Company. (d) In application and prosecution of any applications for any intellectual property rights or reissues thereof or in the event that prosecution or defense of interferences relating to any Work Product. Should the Company is be unable for any reason whatsoever to secure ConsultantParticipant’s signature to on any lawful and document necessary document required to apply for for, prosecute, obtain, or execute enforce any patent, copyright copyright, or other applications with respect right or protection relating to any Inventions (including improvementsWork Product, renewalswhether due to Participant’s mental or physical incapacity or any other cause, extensions, continuations, divisions or continuations in part thereof), Consultant Participant hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as ConsultantParticipant’s agents agent and attorneys-in-fact attorney in fact, to act for and in ConsultantParticipant’s behalf and instead of Consultantstead, to execute and file any such application document, and to do all other lawfully permitted acts to further the prosecution prosecution, issuance, and issuance enforcement of patents, copyrights, or other rights thereon or protections with the same legal force and effect as if executed and delivered by ConsultantParticipant.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for the Company under this Agreement are the exclusive property of the Company. Consultant hereby assigns irrevocably and unconditionally assigns, and agrees to assign assign, to SELLAS, its successors, assigns, or designee(s), the Company, all of Consultant’s entire worldwide right, title and interest of Consultant, including without limitation, all IP Rights in Inventionsand to all inventions, improvements or other IP created by Consultant (a “Development”), solely or jointly, during the term of Consultant’s business relationship with Company. FurtherSuch assignment shall be effective upon creation of the IP. Consultant acknowledges that all copyrightable materials developed or produced by Consultant within the scope of Consultant’s employment by the Company also constitute works made for hire, as that term is defined in the United States Copyright Act of 17 U.S.C. §101, and for avoidance of doubt, hereby assigns to SELLAS, its successors, assigns, or designee(s), the entire right, title and interest of Consultant all copyright rights with respect thereto. Consultant shall bear the burden to prove that any Development did not arise out of an activity included within the scope of this Agreement. Consultant hereby irrevocably transfers and assigns to waives in favor of Company any and all Moral Rights that Consultant artist’s or moral rights (including without limitation, all rights of integrity and attribution) he/she may have pursuant to any state or federal laws of the United States in respect of any InventionsDevelopment and all similar rights under the laws of all other jurisdictions. If Consultant is unable to transfer any Moral Rights to Upon request by the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees to will assist the Company in or its designee (at the Company’s expense) during and at any reasonable manner time subsequent to obtain and enforce Consultant’s performance of services for the Company, in every reasonable way to develop, preserve, or extend the Company’s benefit patentsrights relating to any Developments and to permit the Company or its designee to file and prosecute patent applications and, copyrightsas to copyrightable material, to obtain copyright registrations thereof. Such assistance includes Consultant’s execution and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments delivery to the Company or its designee such formal transfers and assignments and such other papers and documents, giving such testimony, and otherwise performing such lawful acts, as may be deemed necessary or required of Consultant by the Company or its designee. Consultant hereby appoints the Company as Consultant’s attorney-in-fact to execute on Consultant’s behalf any assignments or other lawful documents deemed necessary by the Company to carry out protect or perfect its rights to any Development. The Consultant’s obligations to the purpose Company under the provisions of this section shall survive termination of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the Company. (d) In the event that the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by Consultant.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for I agree that my services on behalf of the Company under this Agreement are works made for hire and all Inventions specified in Paragraph 5(a)(i) shall be the exclusive sole property of the CompanyCompany and its assigns, and the Company and its assigns shall be the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protections in connection therewith. Consultant I hereby assigns and agrees to assign to the Company, all of Consultant’s entire worldwide right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that Consultant rights I now have or may have hereafter acquire in any such Inventions. If Consultant is unable I further agree, as to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any such Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees H Power Corp. Employee Non Disclosure Agreement to assist the Company in any reasonable manner to obtain and enforce for every proper way (but at the Company’s benefit 's expense) to obtain, and from time to time enforce, patents, copyrights, trademarks, trade secrets, and other property rights and protections relating to said Inventions in any and all countries, and Consultant agrees to executethat end I will execute all documents for use in applying for and obtaining such patents, when requestedcopyrights, patenttrademarks, copyright or similar applications trade secrets and other rights and protections on, and enforcing, such Inventions, as the Company may desire, together with any assignments thereof to the Company and any other lawful documents deemed necessary or persons designated by it. My obligation to assist the Company in obtaining and enforcing patents, copyrights, trademarks, trade secrets, and other rights and protections relating to carry out the purpose of this Agreement. The Parties agree that the obligations such Inventions in any and undertakings stated in this Section 4.4(b) will all countries shall continue beyond the termination of Consultant’s service to my employment by the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to but the Company shall compensate me at a fair and reasonable fee in addition to reimbursement of authorized expenses incurred rate after my termination for time actually spent by me, at the prior written request of the Company. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment of all rights to Inventions to the Company for all works subject to copyright protection's request, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the Company. (d) on such assistance. In the event that the Company is unable for any reason whatsoever unable, after reasonable effort, to secure Consultant’s my signature to on any lawful and necessary document required or documents needed to apply for or execute prosecute any patent, copyright copyright, trademark, trade secret, or other applications with respect right or protection relating to an Invention whether because of my physical or mental capacity or for any Inventions (including improvementsother reason whatsoever, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant I hereby irrevocably designates designate and appoints appoint the Company and its duly authorized officers and agents as Consultant’s agents my agent coupled with an interest and attorneysattorney-in-fact in- fact, to act for and in Consultant’s my behalf and instead of Consultant, stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets, or other similar rights or protections thereon with the same legal force and effect as if executed by Consultantme.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for Executive will promptly disclose to the Company under this Agreement are any idea, invention, discovery or improvement, whether patentable or not, related to the exclusive property business of the Company (“Creations”), conceived or made by him alone or with others at any time during his employment with the Company. Consultant Executive agrees that the Company owns all such Creations, conceived or made by Executive alone or with others at any time during his employment with the Company, and Executive hereby assigns and agrees to assign to the Company, Company all of Consultant’s entire worldwide right, title rights he has or may acquire therein and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns agrees to Company execute any and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Companyapplications, Consultant also hereby forever waives assignments and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees to assist other instruments relating thereto which the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright deems necessary or similar applications and assignments to the Company and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreementdesirable. The Parties agree that the These obligations and undertakings stated in this Section 4.4(b) will shall continue beyond the termination of Consultant’s service his employment with the Company with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company. If called upon Executive understands that the obligation to render assistance under this Section 4.4(b)assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, Consultant will supplies, facilities, and/or Confidential Information unless such Creation (i) relates in any way to the business or to the current or anticipated (as evidenced by written documentation) research or development of the Company or any of its affiliates; or (ii) results in any way from his work at the Company. Executive agrees to cooperate reasonably with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to a fair execute such papers as his agent and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of attorney-in-fact, and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the Company. (d) In the event that the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant Executive hereby irrevocably designates and appoints each officer of the Company as his agent and its duly authorized officers and agents as Consultant’s agents and attorneysattorney-in-fact to act for and in Consultant’s execute any such papers on his behalf and instead of Consultantto take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, to execute and file any such application and to all other lawfully permitted acts to further under the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by Consultantconditions described in this paragraph.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for For purposes of this Section 14, the term "Inventions" shall mean discoveries, concepts, and ideas, whether patentable or copyrightable or not, including but not limited to improvements, know-how, data, processes, methods, formulae, and techniques, as well as improvements thereof or know-how related thereto, concerning any past, present or prospective activities of the Company under this Agreement are which the exclusive Executive makes, discovers or conceives (whether or not during the hours of his engagement or with the use of the Company's facilities, materials or personnel), either solely or jointly with others during his or her engagement by the Company or any affiliate and, if based on or related to Proprietary Information, at any time after termination of such engagement. All Inventions shall be the sole property of the Company. Consultant hereby assigns , and Executive agrees to assign perform the provisions of this Section 14 with respect thereto without the payment by the Company of any royalty or any consideration therefor other than the regular compensation paid to the Company, all Executive in the capacity of Consultant’s entire worldwide right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors an employee or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreementconsultant. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments The Executive hereby assigns to the Company all of his rights to such Inventions, and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations applications for United States and/or foreign letters patent or copyrights and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called United States and/or foreign letters patent or copyrights granted upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Companysuch Inventions. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of The Executive shall acknowledge and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful deliver promptly to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with , without charge to the Company, but at its expense, such written instruments (including applications and assignments) and do such other acts, such as giving testimony in support of the Executive's inventorship, as may be necessary in the opinion of the Company to obtain, maintain, extend, reissue and enforce United States and/or foreign letters patent and copyrights relating to the Inventions and to vest the entire right and title thereto in the Company or its nominee. The Executive acknowledges and agrees that any copyright developed or conceived of by the Executive during the term of Executive's employment which is related to the business of the Company shall be a "work for hire" under the copyright law of the United States and other applicable jurisdictions. (d) In No provisions of this Section shall be deemed to limit the event that restrictions applicable to the Executive under Section 13. (e) No provisions of this Section shall be deemed or construed to require the Executive to assign to the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for rights or execute any patent, copyright or other applications intellectual property with respect to any invention which (i) is created by the Executive entirely on his own time, (ii) does not constitute an "employment invention" as defined in the Utah Employment Inventions Act, and (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints iii) is not exempted from the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead application of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by ConsultantUtah Employment Inventions Act.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work The Employee hereby agrees that he will promptly make full written disclosure to the Company, and will hold in trust for the Company under this Agreement are the exclusive property sole right and benefit of the Company. Consultant hereby assigns , and agrees to assign to the Company, Company or its designee all of Consultant’s entire worldwide his right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights of the inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registerable under patent, copyright or similar laws, that Consultant may have the Employee may, solely or jointly, make, develop, conceive or reduce to practice, or cause to be made, developed, conceived or reduced to practice, during the Employment Period (collectively, referred to as the “Inventions”). Employee further agrees that all original works of authorship that are made by the Employee (solely or jointly with others), within the scope of and during the Employment Period that are protectable by copyright are “works made for hire”, as that term is defined in any Inventionsthe United States Copyright Act. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also Employee hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for or its designee at the Company’s benefit expense, in every way to secure the Company’s rights in the Inventions and any copyrights, patents, copyrights, and or other intellectual property rights relating thereto in any and all countries, including, disclosing to the Company all pertinent information with respect thereto, and Consultant agrees executing all applications, specifications, oaths, assignments and all other instruments that the Company shall deem necessary in order to execute, when requested, patent, copyright or similar applications apply for and assignments obtain such rights and in order to secure and convey to the Company and its successors and assigns, the sole and exclusive rights, title and interests in and to such Inventions, and any copyrights, patents or other lawful documents deemed necessary by intellectual property rights relating thereto. The Employee agrees that his obligations to execute or cause to be executed, when it is in his power to do so, any such instruments or papers will continue after the Company to carry out the purpose termination of this Agreement. The Parties agree that If the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b)Employee is unwilling or refuses, Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant agrees for any reason, to execute upon and deliver all such documents needed to complete such applications in the Company’s request a signed transfer ownership United States of and assignment America or foreign patents or any copyright registrations covering inventions or original works of all rights to Inventions authorship assigned to the Company for all works subject to copyright protectionas above, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to then the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the Company. (d) In the event that the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultantthe Employee’s agents agent and attorneysattorney-in-fact in- fact, coupled with an interest, to act for and an in Consultantthe Employee’s behalf and instead of Consultant, stead to execute and file any such application applications, at the Company’s expense, and to do all other lawfully permitted acts to further the prosecution and in issuance of patents, copyrights, letters patent or other rights copyright registration thereon with the same legal force and effect as if executed by Consultantthe Employee.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for For purposes of this Section 8, the term “Inventions” shall mean discoveries, concepts, and ideas, whether patentable or copyrightable or not, including but not limited to improvements, know-how, data, processes, methods, formulae, and techniques, as well as improvements thereof or know-how related thereto, concerning any past, present or prospective activities of the Company under this Agreement are which the exclusive Employee makes, discovers or conceives (whether or not during the hours of his engagement or with the use of the Company’s facilities, materials or personnel), either solely or jointly with others during his engagement by the Company or any affiliate and, if based on or related to Proprietary Information, at any time after termination of such engagement. All Inventions shall be the sole property of the Company. Consultant hereby assigns , and Employee agrees to assign perform the provisions of this Section 9 with respect thereto without the payment by the Company of any royalty or any consideration therefore other than the regular compensation paid to the Company, all Employee in the capacity of Consultant’s entire worldwide right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors an employee or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreementconsultant. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments The Employee hereby assigns to the Company all of his rights to such Inventions, and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations applications for United States and/or foreign letters patent or copyrights and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called United States and/or foreign letters patent or copyrights granted upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Companysuch Inventions. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of The Employee shall acknowledge and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful deliver promptly to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with , without charge to the Company, but at its expense, such written instruments (including applications and assignments) and do such other acts, such as giving testimony in support of the Employee’s inventorship, as may be necessary in the opinion of the Company to obtain, maintain, extend, reissue and enforce United States and/or foreign letters patent and copyrights relating to the Inventions and to vest the entire right and title thereto in the Company or its nominee. The Employee acknowledges and agrees that any copyright developed or conceived of by the Employee during the term of Employee’s employment which is related to the business of the Company shall be a “work for hire” under the copyright law of the United States and other applicable jurisdictions. (d) In No provisions of this Section shall be deemed to limit the event that restrictions applicable to the Employee under Section 8. (e) No provisions of this Section shall be deemed or construed to require the Employee to assign to the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for rights or execute any patent, copyright or other applications intellectual property with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints invention which is created by the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by ConsultantEmployee entirely on his own time.

Assignment of Inventions. Executive agrees to make prompt and full disclosure to Company (or any persons designated by it), will hold in trust for the sole benefit of Company, and, without further compensation, will assign exclusively to Company worldwide all Executive's right, title, and interest in and to any and all inventions, discoveries, designs, developments, improvements, copyrightable material, and trade secrets (collectively herein "Inventions") that Executive, solely or jointly, may conceive, develop, or reduce to practice that (a) Inventions resulting from Consultant’s work for relates to the business of the Company under this Agreement are or any customer of or supplier to the exclusive Company; (b) results from tasks assigned to Executive by the Company; or (c) results from the use of premises or personal property of owned, leased or contracted by the Company. Consultant hereby assigns and In addition, Executive agrees to assign to the Companythat "Works" means all tangible work product, all of Consultant’s entire worldwide rightwhether patentable or copyrightable or not, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors developed or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments to the Company and any other lawful documents deemed necessary under development by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant developsExecutive, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work Executive's employment by Company, including but not limited to Invention descriptions, specifications, compilations, programs, documentation, manuals, flow charts, diagrams, drawings, photographs, designs, business or marketing plans, articles for publication, contracts and reports. Executive agrees that the Works are to be deemed "works-made-for-hire," and that Company shall be deemed the author and, shall own all proprietary rights in the Works. Executive hereby irrevocably assigns and agrees to assign to Company all of Executive's right, title and interest in the Works worldwide. Executive further agrees to cooperate with Company as may be necessary or useful to obtain copyright, patent, and other proprietary property rights protection for the foregoing and to execute and deliver to Company such instruments as may reasonably be required to carry out the intent and purpose of this Agreement. Executive hereby waives and quitclaims to Company any and all claims of any nature whatsoever that Executive now or hereafter may have for infringement of any patent resulting from any patent applications for any Inventions or Works so assigned to Company. . Executive's obligation to assign shall not apply to any Invention about which Executive can prove all of the following: (a) it was developed entirely on Executive's own time; (b) no equipment, supplies, facility, or trade secret information of Company was used in its development; (c) it does not relate (i) directly to the business of Company or (ii) to the actual or demonstrably anticipated research or development of Company; and (d) In it does not result from any work performed by Executive for Company. Executive will assign to Company or its designee all Executive's right, title, and interest in and to any and all Inventions full title to which may be required to be in the event United States by any contract between Company and the United States or any of its agencies. B Existing Inventions. Executive has attached as Exhibit B hereto a list to this Agreement describing all inventions belonging to Executive and made by Executive prior to Executive's employment with Company that Executive wishes to have excluded from this Agreement; provided, however, that Executive shall not include, and hereby represents and warrants that Executive has not included any information on Exhibit B which, by its disclosure to Company, would violate any confidentiality obligation owed by Executive to any third party, including a prior employer. If such confidentiality obligations exist with respect to certain prior inventions, Executive shall inform Company in writing that Executive has not listed all prior inventions on Exhibit B for that reason. If no such list is attached, Executive represents, by Executive's signature below, that there are no such prior inventions. If, in the course of Executive's employment at Company, Executive uses or incorporates into any Company product, process, or machine, an invention owned by Executive or in which Executive has an interest, Company is hereby granted and shall have an exclusive, royalty-free, irrevocable, worldwide license to make, have made, use, sell and import that invention without restriction as to the extent of Executive's ownership or interest. Executive represents that Executive has the full and exclusive right and power to grant to Company all of the foregoing license rights to all applicable inventions, and that Company's use of any such inventions will not violate any copyright, trade secret, or other proprietary right of any third party. Executive further agrees to indemnify, pay the defense costs of, and hold Company harmless from any damages or loss arising from a breach of the foregoing representation. C Documentation. Executive will execute any proper oath or verify any proper document in connection with carrying out the terms of this Article VIII. If, because of Executive's mental or physical incapacity Company is unable for any reason whatsoever to secure Consultant’s Executive's signature to any lawful and necessary document required to apply for or execute to pursue any patentapplication for any United States or foreign patent or copyright covering inventions assigned to Company as stated above, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agents Executive's agent and attorneys-in-fact attorney in fact, to act for Executive and in Consultant’s Executive's behalf and instead of Consultant, stead to execute and file any such application applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights U.S. and foreign patents and copyrights thereon with the same legal force and effect as if executed by ConsultantExecutive.

Assignment of Inventions. Executive agrees to make prompt and full disclosure to Company (or any persons designated by it), will hold in trust for the sole benefit of Company, and, without further compensation, will assign exclusively to Company worldwide all Executive's right, title, and interest in and to any and all inventions, discoveries, designs, developments, improvements, copyrightable material, and trade secrets (collectively herein "Inventions") that Executive, solely or jointly, may conceive, develop, or reduce to practice that (a) Inventions resulting from Consultant’s work for relates to the business of the Company under this Agreement are or any customer of or supplier to the exclusive Company; (b) results from tasks assigned to Executive by the Company; or (c) results from the use of premises or personal property of owned, leased or contracted by the Company. Consultant hereby assigns and In addition, Executive agrees to assign to the Companythat "Works" means all tangible work product, all of Consultant’s entire worldwide rightwhether patentable or copyrightable or not, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors developed or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments to the Company and any other lawful documents deemed necessary under development by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant developsExecutive, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work Executive's employment by Company, including but not limited to Invention descriptions, specifications, compilations, programs, documentation, manuals, flow charts, diagrams, drawings, photographs, designs, business or marketing plans, articles for publication, contracts and reports. Executive agrees that the Works are to be deemed "works-made-for-hire," and that Company shall be deemed the author and, shall own all proprietary rights in the Works. Executive hereby irrevocably assigns and agrees to assign to Company all of Executive's right, title and interest in the Works worldwide. Executive further agrees to cooperate with Company as may be necessary or useful to obtain copyright, patent, and other proprietary property rights protection for the foregoing and to execute and deliver to Company such instruments as may reasonably be required to carry out the intent and purpose of this Agreement. Executive hereby waives and quitclaims to Company any and all claims of any nature whatsoever that Executive now or hereafter may have for infringement of any patent resulting from any patent applications for any Inventions or Works so assigned to Company. . Executive's obligation to assign shall not apply to any Invention about which Executive can prove all of the following: (a) it was developed entirely on Executive's own time; (b) no equipment, supplies, facility, or trade secret information of Company was used in its development; (c) it does not relate (i) directly to the business of Company or (ii) to the actual or demonstrably anticipated research or development of Company; and (d) In the event that the it does not result from any work performed by Executive for Company. Executive will assign to Company is unable for any reason whatsoever to secure Consultant’s signature or its designee all Executive's right, title, and interest in and to any lawful and necessary document all Inventions full title to which may be required to apply for or execute be in the United States by any patent, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints the contract between Company and the United States or any of its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by Consultantagencies.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for the Company under this Agreement are the exclusive property of the Company. Consultant Subject to Section 6.4, Employee hereby assigns and 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, Company all of Consultant’s entire worldwide his right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors Inventions whether or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration not patentable or termination of this Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, registrable under copyright or similar applications and assignments other statutes, made or conceived or reduced to the Company and any other lawful documents deemed necessary practice or learned by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b)Employee, Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely either alone or jointly with others, relating or useful during the period of his employment with the Company. Inventions assigned to the Company’s business , or to a third party as presently conducted or directed by the Company pursuant to this Section 2, are hereinafter referred to as conducted at any time during Consultant’s work “Company Inventions”. Employee agrees to cooperate fully with the Company. , both during and after the term of this Agreement, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (dboth in the Israel, the United States and other countries) In relating to the event Company Inventions. Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company Inventions. Employee further agrees that if the Company is unable for any reason whatsoever unable, after reasonable effort, to secure Consultant’s the signature of Employee on any such papers, any executive officer of the Company shall be entitled to any lawful and necessary document required to apply for or execute any patentsuch papers as the agent and the attorney-in-fact of Employee, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant and Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her agent and its duly authorized officers and agents as Consultant’s agents and attorneysattorney-in-fact to act for and in Consultant’s behalf and instead of Consultant, to execute and file any such application papers on his/her behalf, and to take any and all other lawfully permitted acts actions as the Company may deem necessary or desirable in order to further protect its rights and interests in any Company Inventions, under the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by Consultantconditions described in this sentence.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for For purposes of this Section 8, the term “Inventions” shall mean discoveries, concepts, and ideas, whether patentable or copyrightable or not, including but not limited to improvements, know-how, data, processes, methods, formulae, and techniques, as well as improvements thereof or know-how related thereto, concerning any past, present or prospective activities of the Company under this Agreement are which the exclusive Employee makes, discovers or conceives (whether or not during the hours of his engagement or with the use of the Company’s facilities, materials or personnel), either solely or jointly with others during his engagement by the Company or any affiliate and, if based on or related to Proprietary Information, at any time after termination of such engagement. All Inventions shall be the sole property of the Company. Consultant hereby assigns , and Employee agrees to assign perform the provisions of this Section 8 with respect thereto without the payment by the Company of any royalty or any consideration therefore other than the regular compensation paid to the Company, all Employee in the capacity of Consultant’s entire worldwide right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors an employee or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreementconsultant. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments The Employee hereby assigns to the Company all of his rights to such Inventions, and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations applications for United States and/or foreign letters patent or copyrights and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called United States and/or foreign letters patent or copyrights granted upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Companysuch Inventions. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of The Employee shall acknowledge and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful deliver promptly to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with , without charge to the Company, but at its expense, such written instruments (including applications and assignments) and do such other acts, such as giving testimony in support of the Employee’s inventorship, as may be necessary in the opinion of the Company to obtain, maintain, extend, reissue and enforce United States and/or foreign letters patent and copyrights relating to the Inventions and to vest the entire right and title thereto in the Company or its nominee. The Employee acknowledges and agrees that any copyright developed or conceived of by the Employee during the term of Employee’s employment which is related to the business of the Company shall be a “work for hire” under the copyright law of the United States and other applicable jurisdictions. (d) In No provisions of this Section shall be deemed to limit the event that restrictions applicable to the Employee under Section 7. (e) No provisions of this Section shall be deemed or construed to require the Employee to assign to the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for rights or execute any patent, copyright or other applications intellectual property with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints invention which is created by the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by ConsultantEmployee entirely on his own time.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for As between the Company under this Agreement and myself, I agree that all right, title, and interest in and to any and all copyrightable material, notes, records, drawings, designs, logos, inventions, improvements, developments, discoveries, ideas and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by me, solely or in collaboration with others, during the period of time I am (or have been) in the employ of the Company (including during my off-duty hours), or with the use of Company’s equipment, supplies, facilities, or Company Confidential Information, and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing, except as provided in below (collectively, “Inventions”), are the exclusive sole property of the CompanyOrganovo. Consultant I also agree to promptly make full written disclosure to Organovo of any Inventions, and to deliver and assign and hereby assigns and agrees irrevocably assign fully to assign to the Company, Organovo all of Consultant’s entire worldwide my right, title and interest in and to Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments to the Company and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement. The Parties I agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination assignment includes a present conveyance to Organovo of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment Inventions that are not yet in existence. I further acknowledge that all original works of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, authorship that Consultant develops, are made by me (solely or jointly with others, relating ) within the scope of and during the period of my employment with the Company and that 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 useful not to commercialize or market any Inventions is within the Company’s business as presently conducted or as conducted at any time during Consultant’s work with sole discretion and for the Company. ’s sole benefit, and that no royalty or other consideration will be due to me as a result of the Company’s efforts to commercialize or market any such Inventions. To the extent allowed by law, the foregoing assignment includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (d) In collectively “Moral Rights”). To the event that the Company is unable for extent I retain any reason whatsoever to secure Consultant’s signature such Moral Rights under applicable law, I hereby ratify and consent to any lawful and necessary document required to apply for or execute any patent, copyright or other applications action that may be taken with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions such Moral Rights by or continuations in part thereof), Consultant hereby irrevocably designates and appoints the authorized by Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact agree not to act for and in Consultant’s behalf and instead of Consultant, to execute and file assert any Moral Rights with respect thereto. I will confirm any such application ratifications, consents and agreements from time to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect time as if executed requested by ConsultantCompany.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work The Employee hereby agrees that he will promptly make full written disclosure to the Company, and will hold in trust for the Company under this Agreement are the exclusive property sole right and benefit of the Company. Consultant hereby assigns , and agrees to assign to the Company, Company or its designee all of Consultant’s entire worldwide his right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights of the inventions, original works of authorships, developments, concepts, improvements or trade secrets, whether or not patentable or registerable under patent, copyright or similar laws, that Consultant may have the Employee may, solely or jointly, make, develop, conceive or reduce to practice, or cause to be made, developed, conceived or reduced to practice, during the Employment Period (collectively, referred to as the "Inventions"). Employee further agrees that all original works of authorship that are made by the Employee (solely or jointly with others), within the scope of and during the Employment Period that are protectable by copyright are "works made for hire", as that term is defined in any Inventionsthe United States Copyright Act. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also Employee hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for or its designee at the Company’s benefit 's expense, in every way to secure the Company's rights in the Inventions and any copyrights, patents, copyrights, and or other intellectual property rights relating thereto in any and all countries, including, disclosing to the Company all pertinent information data with respect thereto, and Consultant agrees executing all applications, specifications, oaths, assignments and all other instruments that the Company shall deem necessary in order to execute, when requested, patent, copyright or similar applications apply for and assignments obtain such rights and in order to secure and convey to the Company and its successors and assigns, the sole and exclusive rights, title and interests in and to such Inventions, and any copyrights, patents or other lawful documents deemed necessary by intellectual property rights relating thereto. The Employee agrees that his obligations to execute or cause to be executed, when it is in his power to do so, any such instruments or papers will continue after the Company to carry out the purpose termination of this Agreement. The Parties agree that If the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b)Employee is unwilling or refuses, Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant agrees for any reason, to execute upon and deliver all such documents needed to complete such applications in the Company’s request a signed transfer ownership United States of and assignment America or foreign patents or any copyright registrations covering inventions or original works of all rights to Inventions authorship assigned to the Company for all works subject to copyright protectionas above, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to then the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the Company. (d) In the event that the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agents the Employee's agent and attorneysattorney-in-fact in- fact, coupled with an interest, to act for and an in Consultant’s the Employee's behalf and instead of Consultant, stead to execute and file any such application applications, at the Company's expense, and to do all other lawfully permitted acts to further the prosecution and in issuance of patents, copyrights, letters patent or other rights copyright registration thereon with the same legal force and effect as if executed by Consultantthe Employee.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work The Employee hereby agrees that he will promptly make full written disclosure to the Company, and will hold in trust for the Company under this Agreement are the exclusive property sole right and benefit of the Company. Consultant hereby assigns , and agrees to assign to the Company, Company or its designee all of Consultant’s entire worldwide his right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights of the inventions, original works of authorships, developments, concepts, improvements or trade secrets, whether or not patentable or registerable under patent, copyright or similar laws, that Consultant may have in any Inventions. If Consultant is unable the Employee may, solely or jointly, make, develop, conceive or reduce to transfer any Moral Rights practice, or cause to be made, developed, conceived or reduced to practice, during the Employment Period that relates to the Company's Business (collectively, Consultant also referred to as the "Inventions"). Employee further agrees that all original works of authorship that are made by the Employee (solely or jointly with others), within the scope of employment and during the Employment Period that are protectable by copyright are "works made for hire", as that term is defined in the United States Copyright Act. Employee hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for or its designee at the Company’s benefit 's expense, in every way to secure the Company's rights in the Inventions and any copyrights, patents, copyrights, and or other intellectual property rights relating thereto in any and all countries, including, disclosing to the Company all pertinent information data with respect thereto, and Consultant agrees executing all applications, specifications, oaths, assignments and all other instruments that the Company shall deem necessary in order to execute, when requested, patent, copyright or similar applications apply for and assignments obtain such rights and in order to secure and convey to the Company and its successors and assigns, the sole and exclusive rights, title and interests in and to such Inventions, and any copyrights, patents or other lawful documents deemed necessary by intellectual property rights relating thereto. The Employee agrees that his obligations to execute or cause to be executed, when it is in his power to do so, any such instruments or papers will continue after the Company to carry out the purpose termination of this Agreement. The Parties agree that If the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b)Employee is unwilling or refuses, Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant agrees for any reason, to execute upon and deliver all such documents needed to complete such applications in the Company’s request a signed transfer ownership United States of and assignment America or foreign patents or any copyright registrations covering inventions or original works of all rights to Inventions authorship assigned to the Company for all works subject to copyright protectionas above, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to then the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the Company. (d) In the event that the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agents the Employee's agent and attorneysattorney-in-fact in- fact, coupled with an interest, to act for and an in Consultant’s the Employee's behalf and instead of Consultant, stead to execute and file any such application applications, at the Company's expense, and to do all other lawfully permitted acts to further the prosecution and in issuance of patents, copyrights, letters patent or other rights copyright registration thereon with the same legal force and effect as if executed by Consultantthe Employee.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for For purposes of this Section 14, the term "Inventions" shall mean discoveries, concepts, and ideas, whether patentable or copyrightable or not, including but not limited to improvements, know-how, data, processes, methods, formulae, and techniques, as well as improvements thereof or know-how related thereto, concerning any past, present or prospective activities of the Company under this Agreement are which the exclusive Executive makes, discovers or conceives (whether or not during the hours of his engagement or with the use of the Company's facilities, materials or personnel), either solely or jointly with others during his or her engagement by the Company or any affiliate and, if based on or related to Proprietary Information, at any time after termination of such engagement. All Inventions shall be the sole property of the Company. Consultant hereby assigns , and Executive agrees to assign perform the provisions of this Section 14 with respect thereto without the payment by the Company of any royalty or any consideration therefor other than the regular compensation paid to the Company, all Executive in the capacity of Consultant’s entire worldwide right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors an employee or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreementconsultant. (b) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments The Executive hereby assigns to the Company all of his rights to such Inventions, and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations applications for United States and/or foreign letters patent or copyrights and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called United States and/or foreign letters patent or copyrights granted upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Companysuch Inventions. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of The Executive shall acknowledge and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful deliver promptly to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with , without charge to the Company, but at its expense, such written instruments (including applications and assignments) and do such other acts, such as giving testimony in support of the Executive's inventorship, as may be necessary in the opinion of the Company to obtain, maintain, extend, reissue and enforce United States and/or foreign letters patent and copyrights relating to the Inventions and to vest the entire right and title thereto in the Company or its nominee. The Executive acknowledges and agrees that any copyright developed or conceived of by the Executive during the term of Executive's employment which is related to the business of the Company shall be a "work for hire" under the copyright law of the United States and other applicable jurisdictions. (d) In No provisions of this Section shall be deemed to limit the event that restrictions applicable to the Executive under Section 13. (e) No provisions of this Section shall be deemed or construed to require the Executive to assign to the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for rights or execute any patent, copyright or other applications intellectual property with respect to any invention which (i) is created by the Executive entirely on his own time, (ii) does not constitute an "employment invention" as defined in the Utah Employment Inventions Act, and (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints iii) is not exempted from the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead application of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by Consultant.Utah Employment Inventions Act. 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Assignment of Inventions. AutoZone shall own all rights, title and interests (including all patent, copyright, trademark, trade secret, database rights, and all other rights of any sort throughout the world) in and to any and all Inventions. Executive agrees to promptly disclose all Inventions to AutoZone, and Executive agrees to hold in confidence and not disclose any Invention to any third party. Executive further agrees that all Inventions are "works made for hire" within the meaning of the Copyright Act of 1976, as amended, are the sole and exclusive property of AutoZone, and Executive shall have no right to exercise any economic rights to any Invention. Executive hereby assigns, and agrees to automatically assign, without further consideration, to AutoZone any and all rights, title, and interest in and to all Inventions, including, without limitation: (a) Inventions resulting from Consultant’s work for the Company under this Agreement are the exclusive all copyrights, trade secrets, patents, and other intellectual property of the Company. Consultant hereby assigns rights, and agrees to assign all other rights that may hereafter be vested relating to the Company, all of Consultant’s entire worldwide right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration arising under United States or termination of this Agreement. any other law, together with all national, foreign, state, provincial and common law registrations, applications for registration and renewals and extensions thereof, (b) Consultant agrees to assist all goodwill associated with the Company in any reasonable manner to obtain Inventions; and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments to the Company and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership all benefits, privileges, causes of action and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, remedies relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the Company. (d) In the event that the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required of the foregoing, whether before or hereafter accrued (including, without limitation, the exclusive rights to apply for or execute any patent, copyright or other applications with respect to any Inventions (including improvementssuch registrations, renewals, and/or extensions, continuationsto sue for all past infringements or violations of any of the foregoing, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints the Company to settle and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead of Consultant, to execute and file retain proceeds from any such application actions); provided however, that this Section shall not apply to any Invention for which no equipment, supplies, facilities, intellectual property, Trade Secrets or Confidential Information of AutoZone were used and that was developed entirely on Executive's own time, unless the Invention (i) relates to all other lawfully permitted acts AutoZone's current or contemplated business or activities, (ii) relates to further the prosecution and issuance of patents, copyrights, AutoZone’s actual or other rights thereon with the same legal force and effect as if executed demonstrably anticipated research or development or (iii) results from any work performed by ConsultantExecutive for AutoZone.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for Consultant will promptly disclose to the Company under this Agreement are any idea, invention, discovery or improvement, whether patentable or not, related to the exclusive property business of the CompanyCompany (“Creations”), conceived or made by him alone or with others at any time during the Term. Consultant agrees that the Company owns all such Creations, conceived or made by Consultant alone or with others at any time during the Term, and Executive hereby assigns and agrees to assign to the Company, Company all of Consultant’s entire worldwide right, title rights he has or may acquire therein and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns agrees to Company execute any and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable to transfer any Moral Rights to the Companyapplications, Consultant also hereby forever waives assignments and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreement. (b) Consultant agrees to assist other instruments relating thereto which the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright deems necessary or similar applications and assignments to the Company and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreementdesirable. The Parties agree that the These obligations and undertakings stated in this Section 4.4(b) will shall continue beyond the termination of Consultant’s service his Service with respect to Creations and derivatives of such Creations conceived or made during his Service with the Company. If called upon Consultant understands that the obligation to render assistance under this Section 4.4(b), Consultant will be entitled assign Creations to a fair and reasonable fee in addition the Company shall not apply to reimbursement of authorized expenses incurred at the prior written request any Creation which is developed entirely on his own time without using any of the Company. ’s equipment, supplies, facilities, and/or Confidential Information unless such Creation (ci) relates in any way to the business or to the current or anticipated (as evidenced by written documentation) research or development of the Company or any of its affiliates; or (ii) results in any way from his work at the Company. Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work cooperate reasonably with the Company. , both during and after his Service with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (dboth in the United States and foreign countries) In relating to such Creations. Consultant shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the event Company may deem necessary or desirable in order to protect its rights and interests in any Creations. Consultant further agrees that if the Company is unable for any reason whatsoever unable, after reasonable effort, to secure Consultant’s signature on any such papers, any officer of the Company shall be entitled to any lawful execute such papers as his agent and necessary document required to apply for or execute any patentattorney-in-fact, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), and Consultant hereby irrevocably designates and appoints each officer of the Company as his agent and its duly authorized officers and agents as Consultant’s agents and attorneysattorney-in-fact to act for and in Consultant’s execute any such papers on his behalf and instead of Consultantto take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, to execute and file any such application and to all other lawfully permitted acts to further under the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by Consultantconditions described in this paragraph.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for The Participant will promptly communicate and disclose in writing to the Company all inventions and developments including software, whether patentable or not, as well as patents and patent applications (collectively, “Inventions”), made, conceived, developed, or purchased by the Participant, or under this Agreement are which the exclusive property Participant acquires the right to grant licenses or to become licensed, alone or jointly with others, which have arisen or jointly with others, which have arisen or may arise out of the Participant’s employment, or relate to any matters pertaining to, or useful in connection therewith, the business or affairs of the Company or any of its subsidiaries. Included herein as if developed during the employment period is any specialized equipment and software developed for use in the business of the Company. Consultant hereby assigns and agrees to assign to All of the Company, all of ConsultantParticipant’s entire worldwide right, title and interest in, to, and under all such Inventions, licenses, and right to grant licenses shall be the sole property of the Company and shall be “works made for hire”. Any such Inventions disclosed to anyone by the Participant within one (1) year after the Participant’s Termination of Service for any cause whatsoever (unless developed wholly on the Participant’s private time, the Participant’s personal resources and off Company premises) shall be deemed to have been made or conceived by the Participant during the employment period. As to all such Inventions, the Participant will, upon Company request and at Company expense, execute all documents which the Company deems necessary or proper to enable it to establish title to such Inventions or other rights, and to enable it to file and prosecute applications for letters patent of the United States and any foreign country; and do all things (including the giving of evidence in Inventions. Furthersuits and other proceedings) which the Company deems necessary or proper to obtain, Consultant hereby irrevocably transfers and assigns to Company maintain, or assert patents for any and all Moral Rights that Consultant may have such Inventions or to assert its rights in any InventionsInventions not patented. If Consultant is unable Notwithstanding anything to transfer the contrary in this Section 9.7, the Company agrees that the Participant will not be obligated to assign to the Company any Moral Rights to Invention that the Participant developed entirely on the Participant’s own time, without using any equipment, supplies, facilities or trade secret information of the Company, Consultant also hereby forever waives and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreement. unless such Invention either: (bi) Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments to the Company and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful relates to the Company’s business as presently conducted or as conducted at the Company’s actual or demonstrably anticipated research; or (ii) results from any time during Consultant’s work with performed by the Participant for the Company. (d) In the event that the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by Consultant.

Assignment of Inventions. (a) Inventions resulting from Consultant’s work for Employee agrees that Employee will promptly and fully disclose to the Company, and the Company under this Agreement agrees to keep confidential, all inventions, designs, creations, processes, technical or other developments, improvements, ideas, concepts and discoveries (collectively, “Inventions”), whether patentable or not, and all copyrightable works of any type or medium (“Works”), of which Employee has obtained or obtains knowledge or information during the Employee’s employment with the Company and which relate to any research or experimental, developmental or creative work carried on or contemplated by the Company or the Products or Services. All Inventions and Works are and shall remain the exclusive property of the Company. Consultant Employee agrees that Employee will assign, and hereby assigns and agrees to assign does assign, to the CompanyCompany or its designee, all of ConsultantEmployee’s entire worldwide right, title and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any all Inventions (whether patentable or not) and all Moral Rights that Consultant may have in any Inventions. If Consultant is unable Works, conceived, originated, made, developed or reduced to transfer any Moral Rights to practice by Employee, alone or with others, during Employee’s employment by the CompanyCompany(whether before, Consultant also hereby forever waives and agrees never to assert against Company, its successors on or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination the date of this Agreement. (b) Consultant ). All Works are and shall be deemed to be “works for hire” under 17 U.S.C. §101 of the U.S. Copyright Act of 1976 and all other applicable laws and regulations. During Employee’s employment with the Company and for a period of one year after any termination for any reason of such employment, Employee agrees to assist the Company in any reasonable manner to obtain any and enforce for the Company’s benefit all patents, copyrights, trademarks and other property rights in any service marks relating to Inventions and Works and to execute all countriesdocuments and do all things necessary to obtain letters patent and copyright, trademark and service xxxx registrations therefor, to vest the Company or its designee with full and exclusive title thereto, and Consultant agrees to executeprotect the same against infringement by others, when requested, patent, copyright or similar applications all as and assignments to the Company and any other lawful documents deemed necessary by extent that the Company to carry out the purpose of this Agreement. The Parties agree that the obligations may reasonably request and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of and assignment of all rights to Inventions expense, for no consideration to the Company Employee other than the Employee’s compensation, if any, under Section 3. Notwithstanding any of the foregoing provisions of this Section 5(a) to the contrary, this Section 5(a) shall not apply to an Invention or Work developed entirely on Employee’s own time without using the Company’s equipment, supplies, facilities or trade secret information except for all works subject those Inventions and Works that either (a) relate at the time of conception or reduction to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely practice of the Invention or jointly with others, relating or useful Work to the Company’s business as presently conducted or as conducted at to demonstrably anticipated research or development of the Company, or (b) result from any time work performed by Employee for the Company. Employee acknowledges that the preceding sentence constitutes the notification required by California Labor Code Section 2872. Employee has listed on Attachment A to this Agreement, which the Company agrees to keep confidential, all unpatented Inventions owned, conceived, originated, made, developed or reduced to practice by Employee (whether before or during ConsultantEmployee’s work employment with the Company) qualifying for the exception in the first sentence of this paragraph. (d) In the event that the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by Consultant.

Assignment of Inventions. (a) Inventions resulting from Consultant agrees that all Confidential Information and all other inventions, discoveries, concepts, designs, research methods and results, processes, formulae, creations, products, works of authorship, databases, trade secrets and know-how, or parts thereof, conceived, developed, or otherwise made by Consultant’s work for , alone or jointly with others and in any way relating to the Company's present or proposed programs or services or to tasks assigned to Consultant during the course of Consultant's engagement by the Company, whether or not patentable or subject to copyright protection and whether or not reduced to tangible form or reduced to practice, during the period of Consultant's engagement by the Company, whether or not made during Consultant's regular working hours, and whether or not made on the premises of the Company, and whether or not disclosed by Consultant to the Company under this Agreement are (hereinafter collectively referred to as "Developments"), together with all goods or services which embody or emulate such Developments, shall be the exclusive sole property of the Company. Consultant agrees to, and hereby assigns does, assign to the Company all his or her right, title and interest throughout the world in and to all Developments and to anything tangible which evidences, incorporates, constitutes, represents or records any such Developments. Consultant agrees that all such Developments shall constitute works made for hire under the copyright laws of the United States and hereby assign and, to the extent any such assignment cannot be made at present, hereby agrees to assign to the CompanyCompany all copyrights, all of Consultant’s entire worldwide right, title patents and interest in Inventions. Further, Consultant hereby irrevocably transfers and assigns to Company any and all Moral Rights that other proprietary rights Consultant may have in any Inventions. If Consultant is unable such Development, together with the right to transfer any Moral Rights to the Companyfile for and/or own wholly without restriction United States and foreign patents, Consultant also hereby forever waives trademarks, and agrees never to assert against Company, its successors or licensees any and all Moral Rights Consultant may have in any Inventions, even after expiration or termination of this Agreementcopyrights with respect thereto. (b) Consultant agrees shall make and maintain adequate and current written records of all Developments, and shall disclose all Developments promptly, fully and in writing to assist an authorized officer of the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, and other property rights in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments to the Company and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement. The Parties agree that the obligations and undertakings stated in this Section 4.4(b) will continue beyond the termination of Consultant’s service to the Company. If called immediately upon to render assistance under this Section 4.4(b), Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request development of the Company. (c) Consultant agrees to execute upon the Company’s request a signed transfer ownership of same and assignment of all rights to Inventions to the Company for all works subject to copyright protection, including computer programs, notes, sketches, drawings and reports, that Consultant develops, solely or jointly with others, relating or useful to the Company’s business as presently conducted or as conducted at any time during Consultant’s work with the Companyupon request. (d) In the event that the Company is unable for any reason whatsoever to secure Consultant’s signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead of Consultant, to execute and file any such application and to all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by Consultant.