Common use of Assignment of Inventions Clause in Contracts

Assignment of Inventions. (a) Executive agrees that during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the Business (collectively, “ Inventions ”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company. (b) Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (a) Executive agrees that during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the Business business (collectively, “ Inventions “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company. (b) Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (a) Executive agrees that during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the Business (collectively, “ Inventions “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company. (b) Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (a) Executive agrees that during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the Business (collectively, “ Inventions “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company. (b) Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact attorney‑in‑fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (a) Executive agrees that during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s or its Affiliates’ strategic plans, products, processes or apparatus or the Business business (collectively, “ Inventions “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company. (b) Whether during or after the Employment PeriodTerm, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (a) Executive agrees that during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or makemake during the Employment Period, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the Business (collectively, “ Inventions “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company. (b) Employment Period. Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, in respect of Inventions and to execute, on request, all papers necessary to assign and transfer such Inventions, and copyrights, patents, patent applications and other intellectual property rights in respect thereof, to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment of an Invention to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s his physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (a) Executive agrees that during Executive’s employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the Business business (collectively, “ Inventions . “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property properly of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company Company, and Executive hereby does assign to the Company, any and all right, title and interest in and to such Inventions made during employment with the Company. (b) Whether during Executive’s employment with the Company or after the Employment Period, at any time thereafter. Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (a) Executive agrees that during employment with the CompanyEmployee, any and Employee on behalf of Employee’s heirs and assigns, irrevocably assigns all of Employee’s rights, titles and interest, including, but not limited to, all patent, copyright and trade secret rights, in and to all inventions, discoveries, innovations, writings, domain names, improvements, trade secretsideas, designs, drawingsplans, formulasdisclosures and improvements (whether patented or unpatented) or any other works of authorship which are or may be developed, business processes, secret processes and know-how, whether made or not patentable or a copyright or trademark, which Executive may create, conceive, develop or makeconceived by Employee, either alone or jointly with others, in conjunction with others and related whole or in any way connected with part, during the Company’s strategic plansEmployment Period, and which are not generally known to the public or recognized as standard practice, and which (a) relate to methods, services, apparatus, designs, products, processes or apparatus devices manufactured, produced, designed, purchased, marketed, distributed, sold, provided or under construction or development by the Business Company, its predecessors or any subsidiary or affiliate of the Company, or (collectively, “ Inventions ”), shall be fully and promptly disclosed b) arise (wholly or partly) from Employee’s efforts in providing services as an employee to the Company (an “Invention”). Employee will communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to any such Inventions, and to execute and deliver to the Company such form of transfers and assignments and such other papers and documents as the Company may reasonably request, in writing, to permit the Company or any person or entity designated by the Company to file and prosecute the patent applications. The Company shall pay all costs incidental to the execution and delivery of such transfers, assignments and other documents. Employee further acknowledges and agrees that any Invention or patent application made by Employee within one year following the end of the Employment Period is presumed to be the sole and exclusive property of the Company as against Executive or any within the provisions of Executive’s assignees. Regardless of the status of Executive’s employment by the Companythis Section 5.5, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company. (b) Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event unless Employee can show that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, Invention made no use of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademarkProprietary Information.

Assignment of Inventions. (a) Executive agrees that during employment with the Company, any Any and all inventions, processes, procedures, systems, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawingsconfigurations, formulastechnology, business processesworks of authorship (including but not limited to computer programs), secret processes trade secrets and know-how, improvements (whether or not patentable and whether or a copyright not they are made, conceived or trademark, which Executive may create, conceive, develop reduced to practice during working hours or make, either alone using the data or in conjunction with others and related or in facilities of any way connected with member of the Company’s strategic plans, products, processes or apparatus or the Business Company Group) (collectively, “ Inventions ”the "Inventions") which Executive makes, conceives, reduces to practice, or otherwise acquires during the term of this Agreement (either solely or jointly with others), and which are related to the present or planned business, services or products of the Company or any other member of the Company Group, shall be fully the sole property of the Company and shall at all times and for all purposes be regarded as acquired and held by Executive in a fiduciary capacity for the sole benefit of the Company. All Inventions that consist of works of authorship capable of protection under copyright laws shall be prepared by Executive as "works made for hire", with the understanding that the Company shall own all of the exclusive rights to such works of authorship under the United States copyright law and all international copyright conventions and foreign laws. Executive hereby assigns to the Company, without further compensation, all such Inventions and any and all patents, copyrights, trademarks, trade names or applications therefor, in the United States and elsewhere, relating thereto. Executive shall promptly disclosed disclose to the Company and to no other party all such Inventions and shall be the sole and exclusive property of assist the Company for its own benefit in obtaining and enforcing patents and copyright registrations on such Inventions in all countries. Upon request, Executive shall execute all applications, assignments, instruments and papers and perform all acts (such as against Executive the giving of testimony in interference proceedings and infringement suits or any of Executive’s assignees. Regardless of the status of Executive’s employment other litigation) necessary or desired by the Company, Executive Company to enable the Company and Executive’s heirsits successors, assigns and representatives shall promptly assign nominees to secure and enjoy the Company any full benefits and all right, title and interest in and to advantages of such Inventions made during employment with the CompanyInventions. (b) Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business dayseffort, to secure Executive’s 's signature on a written assignment any document or instrument necessary to the Companysecure trademarks, of any application for letters patent, trademark registration or to any common law or statutory copyright copyrights or other property right thereinanalogous protection relating to an Invention, whether because of Executive’s 's physical or mental incapacity, incapacity or for any other reason whatsoever, Executive hereby irrevocably designates and appoints the Secretary of the Company and its duly authorized officers and agents as Executive’s 's agent and attorney-in-fact fact, to act on for and in Executive’s 's behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution or and issuance of such assignmentstrademarks, letters patent, copyright or trademarkother analogous protection thereon with the same legal force and effect as if executed by Executive. (c) Executive hereby represents and warrants to the Company that Executive (i) is not presently under and will not hereafter become subject to any obligation to any person which is inconsistent or in conflict with this Agreement or which would prevent, limit or impair in any way Executive's performance of Executive's obligations hereunder and (ii) has not disclosed and will not disclose to the Company, nor use for the Company's benefit, any confidential information or trade secrets of any prior employer or principal, unless and until such confidential information and trade secrets have become public knowledge without Executive's participation, or unless such disclosure is expressly permitted by any agreement with such prior employer or principal.

Assignment of Inventions. (a) Executive agrees that during Executive’s employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the Business business (collectively, “ Inventions “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property properly of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company Company, and Executive hereby does assign to the Company, any and all right, title and interest in and to such Inventions made during employment with the Company. (b) Whether during Executive’s employment with the Company or after the Employment Period, at any time thereafter. Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (i) In consideration of the compensation payable to the Employee under Section 4 hereof, the Employee agrees that all Inventions described in paragraph (a) Executive agrees that during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the Business (collectively, “ Inventions ”), shall be fully and promptly disclosed to the Company and above shall be the sole and exclusive property of the Company as against Executive or any and available to the Company at all times. At the request of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive the Employee agrees to sell, assign, transfer and Executive’s heirs, assigns and representatives shall promptly assign set over to the Company Company, or its nominee, without royalty or any and all additional consideration, his entire right, title and interest in in, to and to such Inventions made during employment with the Companyunder any and all Inventions. (bii) Whether The Employee agrees to execute, both during or and after the Employment PeriodTerm, Executive such documents as the Company shall deem necessary or desirable for the transfer of such rights, titles and interests described in clause (i) above to it or its designee and for the preparation, filing, prosecution and procuring of trademark, copyright and/or patent applications and/or trademarks, copyrights and letters patent in any country of the world and for the transfer of interests therein, including the execution of original, divisional, continuing and reissue applications, preliminary statements, affidavits, and concessions. (iii) The Employee further agrees that if it is legally or otherwise impossible for the Company or its designees or assignees to execute and acknowledge all papers and to doapply for any such trademark, at the Company’s expense, any and all other things necessary for copyright or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or if any court or other intellectual property rightsbody with appropriate jurisdiction finds the transfer of trademark, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, copyright or patent applications and rights and/or other intellectual property rights in any Invention to the Company and its successors and assigns. In the event that the Company is unablehereunder to be unenforceable for any reason, after reasonable efforts andthen, in any eventsuch case, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary Employee in lieu of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any shall pursue such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patenttrademark, copyright or trademarkletter patent in his own name and shall grant the Company the first option to an exclusive license, at a de minimis royalty to be negotiated in good faith based on the respective parties' contributions and relevant industry standards, to utilize the trademark or copyright or to manufacture, utilize and/or sell Inventions which constitute and/or contain such patent, trade secret, know-how and/or other proprietary information. If such a license is not created, then the Company shall be able to use such Invention or substance on a non-exclusive, royalty-free basis. (iv) The Employee agrees to give testimony in any court action or administrative proceeding with respect to any matters mentioned above.

Assignment of Inventions. (a) Executive agrees that during employment with the Company, any and all inventionsAll processes, discoveries, developments, designs, ideas, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and techniques, know-how, whether data, inventions, patents, copyrights, trademarks, and other intangible rights (collectively the "Inventions") that may be made, conceived, reduced to practice, developed or not patentable or a copyright or trademark, which Executive may create, conceive, develop or makelearned by Employee, either alone or in conjunction with others others, during the term of Employee's employment, whether or not conceived or developed during Employee's working hours, that relate at the time of conception or reduction to practice of the Invention to the business of the Company or to Company's actual or demonstrably anticipated research and related development, or in that result from any way connected with work performed by Employee for Company, will be the sole property of Company’s strategic plans, products, processes or apparatus or the Business (collectively, “ Inventions ”), shall be fully and promptly disclosed Employee hereby assigns to the Company and shall be the sole and exclusive property all of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all Employee's right, title and interest in and to such Inventions made Inventions. Employee must disclose to Company all inventions conceived during employment with the term of employment, whether or not the invention constitutes property of Company under the terms of this Section, but such disclosure will be received by Company in confidence. Employee must execute all documents, including applications, assignments, etc., required by Company to establish Company. (b) Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property 's rights to the Company and its successors and assignsunder this Section. In the event that the If Company is unableunable for any reason whatsoever, after reasonable efforts and, in any event, after ten (10) business daysincluding Employee's mental or physical incapacity, to secure Executive’s Employee's signature on a written assignment to the Company, of apply for or to pursue any application for any United States or foreign letters patentpatent or copyright registrations (or on any document transferring ownership thereof) covering inventions or original works of authorship assigned to Company under this Agreement, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive the Employee hereby irrevocably designates and appoints the Secretary of the Company and its duly authorized officers and agents as Executive’s attorney-in-fact Employee's agent and attorney in fact, to act on Executive’s for and in Employee's behalf and stead to execute and file any such applications and documents and to do all other lawfully permitted acts to further the prosecution or and issuance of letters patent or copyright registrations or transfers thereof with the same legal force and effect as if executed by the Employee. This appointment is coupled with an interest in and to the inventions and works of authorship and shall survive Employee's death or disability. Employee hereby waives and quitclaims to Company any and all claims, of any nature whatsoever, which Employee now or may hereafter have for infringement of any patents or copyright resulting from or relating to any such assignments, application for letters patent, patent or copyright or trademarkregistrations assigned hereunder to Company.

Assignment of Inventions. (a) Executive agrees that during employment with the Company, any and all inventionsAll processes, discoveries, developments, designs, ideas, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and techniques, know-how, whether data, inventions, patents, copyrights, trademarks, and other intangible rights (collectively "Inventions") that may be made, conceived, reduced to practice, developed or not patentable or a copyright or trademark, which Executive may create, conceive, develop or makelearned by Employee, either alone or in conjunction with others others, during the term of Employee's employment, whether or not conceived or developed during Employee's working hours, that relate at the time of conception or reduction to practice of the Invention to the business of the Company or to Company's actual or demonstrably anticipated research and related development, or in that result from any way connected with work performed by Employee for Company, will be the sole property of Company’s strategic plans, products, processes or apparatus or the Business (collectively, “ Inventions ”), shall be fully and promptly disclosed Employee hereby assigns to the Company and shall be the sole and exclusive property all of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all Employee's right, title and interest in and to such Inventions made Inventions. Employee must disclose to Company all inventions conceived during employment with the term of employment, whether or not the invention constitutes property of Company under the terms of this Section, but such disclosure will be received by Company in confidence. Employee must execute all documents, including applications, assignments, etc., required by Company to establish Company. (b) Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property 's rights to the Company and its successors and assignsunder this Section. In the event that the If Company is unableunable for any reason whatsoever, after reasonable efforts and, in any event, after ten (10) business daysincluding Employee's mental or physical incapacity, to secure Executive’s Employee's signature on a written assignment to the Company, of apply for or to pursue any application for any United States or foreign letters patentpatent or copyright registrations (or on any document transferring ownership thereof) covering inventions or original works of authorship assigned to Company under this Agreement, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive the Employee hereby irrevocably designates and appoints the Secretary of the Company and its duly authorized officers and agents as Executive’s attorney-in-fact Employee's agent and attorney in fact, to act on Executive’s for and in Employee's behalf and stead to execute and file any such applications and documents and to do all other lawfully permitted acts to further the prosecution or and issuance of letters patent or copyright registrations or transfers thereof with the same legal force and effect as if executed by the Employee. This appointment is coupled with an interest in and to the inventions and works of authorship and shall survive Employee's death or disability. Employee hereby waives and quitclaims to Company any and all claims, of any nature whatsoever, which Employee now or may hereafter have for infringement of any patents or copyright resulting from or relating to any such assignments, application for letters patent, patent or copyright or trademarkregistrations assigned hereunder to Company.

Assignment of Inventions. (ai) Executive agrees that during employment with the CompanyTerm, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the Business business (collectively, “ Inventions “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company. (bii) Whether during or after the Employment PeriodTerm, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (a) Executive agrees that during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the Business business (collectively, “ Inventions “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company. (b) Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact attorney‑in‑fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (a) The Executive agrees that during employment with all Inventions in the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the Business Field (collectively, “ Inventions ”), shall be fully and promptly disclosed to the Company and as defined below) shall be the sole and exclusive property of the Company as against and Executive or any agrees, on his/her behalf and on behalf of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s his/her heirs, assigns and representatives shall promptly representatives, to assign and transfer to the Company or its designee, without any and all separate remuneration or compensation, his/her entire right, title and interest in and to such all Inventions made during employment in the Field, together with the Company. (b) Whether during or after the Employment Periodall United States and foreign rights with respect thereto, Executive further agrees to execute and acknowledge all papers and to doand, at the Company’s expense, to execute, acknowledge and deliver all papers and to do any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rightsrights and to perform all lawful acts, as the case may beincluding giving testimony, and to executeexecute and deliver all such instruments that may be necessary or proper to vest all such Inventions in the Field and patents and copyrights with respect thereto in the Company, on request, all papers necessary and to assign and transfer such Inventions, copyrightsassist the Company in the prosecution or defense of any interference which may be declared involving any of said patent applications, patents, patent copyright applications and other intellectual property rights to the Company and its successors and assignsor copyrights. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s his/her physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark. Executive agrees to fully and promptly disclose to the Company any Inventions in the Field. For purposes of this Agreement, the words “Inventions in the Field” shall include any and all inventions, developments, applications, techniques, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, business processes, secret processes and know-how, whether or not patentable or constituting a copyright or trademark and whether reduced to practice or not, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company, its strategic plans, products, processes, apparatus or business now or hereafter carried on by the Company. The provisions of this Section 8.04 shall not apply to any Inventions in the Field for which it can be reasonably demonstrated that no equipment, supplies, facility, or trade secret information of the Company or any affiliate of the Company is used by Executive and which is developed entirely on Executive’s own time, unless (a) such Inventions in the Field relate (i) to the business of the Company or an Affiliate or (ii) to the actual or demonstrably anticipated research or development of the Company or an affiliate of the Company, or (b) such Inventions in the Field result from work performed by Executive for the Company. Executive represents, warrants and covenants on the date hereof that (i) (s)he does not have any applications for patents or copyright registrations pending, either domestic or foreign, (ii) his/her performance of the foregoing disclosure and assignment provisions will not breach any invention assignment or proprietary information agreement with any former employer or other party, and (iii) there is no invention or works or authorship now in his/her possession which (s)he will claim to be excluded herefrom.

Assignment of Inventions. (a) Executive agrees that during employment with the Company, any and all inventionsAll processes, discoveries, developments, designs, ideas, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and techniques, know-how, whether data, inventions, patents, copyrights, trademarks, and other intangible rights (collectively the "Inventions") that may be made, conceived, reduced to practice, developed or not patentable or a copyright or trademark, which Executive may create, conceive, develop or makelearned by Employee, either alone or in conjunction with others others, during the term of Employee's employment, whether or not conceived or developed during Employee's working hours, that relate at the time of conception or reduction to practice of the Invention to the business of the Company or to Company's actual or demonstrably anticipated research and related development, or in that result from any way connected with work performed by Employee for Company, will be the sole property of Company’s strategic plans, products, processes or apparatus or the Business (collectively, “ Inventions ”), shall be fully and promptly disclosed Employee hereby assigns to the Company and shall be the sole and exclusive property all of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all Employee's right, title and interest in and to such Inventions made Inventions. Employee must disclose to Company all inventions conceived during employment with the term of employment, whether or not the invention constitutes property of Company under the terms of this Section, but such disclosure, will be received by Company in confidence. Employee must execute all documents, including applications, assignments, etc., required by Company to establish Company. (b) Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property 's rights to the Company and its successors and assignsunder this Section. In the event that the If Company is unableunable for any reason whatsoever, after reasonable efforts and, in any event, after ten (10) business daysincluding Employee's mental or physical incapacity, to secure Executive’s Employee's signature on a written assignment to the Company, of apply for or to pursue any application for any United States or foreign letters patentpatent or copyright registrations (or on any document transferring ownership thereof) covering inventions or original works of authorship assigned to Company under this Agreement, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive the Employee hereby irrevocably designates and appoints the Secretary of the Company and its duly authorized officers and agents as Executive’s attorney-in-fact Ernployee's agent and attorney in fact, to act on Executive’s for and in Employee's behalf and stead to execute and file any such applications and documents and to do all other lawfully permitted acts to further the prosecution or and issuance of letters patent or copyright registrations or transfers thereof with the same legal force and effect as if executed by the Employee. This appointment is coupled with an interest in and to the inventions and works of authorship and shall survive Employee's death or disability. Employee hereby waives and quitclaims to Company any and all claims, of any nature whatsoever, which Employee now or may hereafter have for infringement of any patents or copyright resulting from or relating to any such assignments, application for letters patent, patent or copyright or trademarkregistrations assigned hereunder to Company.

Assignment of Inventions. (a) a. Executive agrees that during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s 's or its Affiliates' strategic plans, products, processes or apparatus or the Business business (collectively, “ Inventions “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s 's assignees. Regardless of the status of Executive’s 's employment by the Company, Executive and Executive’s 's heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company. (b) b. Whether during or after the Employment PeriodTerm, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s 's expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s 's signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s 's physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s 's attorney-in-fact to act on Executive’s 's behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (ai) Executive agrees that during employment with the CompanyTerm, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the Business business (collectively, “ Inventions “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company. (bii) Whether during or after the Employment PeriodTerm, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact attorneyinfact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (a) Executive agrees that that, during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the Business business (collectively, “ Inventions “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees; provided that, as set forth in California Labor Code section 2870, Executive is entitled to sole ownership of any invention that Executive develops: (i) entirely on Executive’s own time; and (ii) without using the Company’s equipment, supplies, facilities, or trade secret or Confidential Information; and that does not (X) relate to the Company’s business or the Company’s actual or demonstrably anticipated research and development, or (Y) result from any work performed by Executive for the Company. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company. (b) Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (a) Executive agrees that during Executive’s employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the Business business (collectively, “ Inventions “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company Company, and Executive hereby does assign to the Company, any and all right, title and interest in and to such Inventions made during employment with the Company. (b) Whether during Executive’s employment with the Company or after the Employment Periodat any time thereafter, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (a) Executive agrees that during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s or its Affiliates’ strategic plans, products, processes or apparatus or the Business business (collectively, “ Inventions “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company. (b) Whether during or after the Employment PeriodTerm, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (a) i. Executive agrees that during employment with the CompanyTerm, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s 's strategic plans, products, processes or apparatus or the Business business (collectively, “ Inventions ”"Inventions"), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s 's assignees. Regardless of the status of Executive’s 's employment by the Company, Executive and Executive’s 's heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company. (b) ii. Whether during or after the Employment PeriodTerm, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s 's expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s 's signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s 's physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s 's attorney-in-fact to act on Executive’s 's behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (a) Executive agrees that during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the Business business (collectively, “ Inventions “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company. (b) Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business daysdays following written notice, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (a) Executive Employee agrees that during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive Employee may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the Business (collectively, “ Inventions “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive Employee or any of ExecutiveEmployee’s assignees. Regardless of the status of ExecutiveEmployee’s employment by the Company, Executive Employee and ExecutiveEmployee’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company. (b) . Whether during or after the Employment Period, Executive Employee further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure ExecutiveEmployee’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of ExecutiveEmployee’s physical or mental incapacity, or for any other reason whatsoever, Executive Employee irrevocably designates and appoints the Secretary of the Company as ExecutiveEmployee’s attorney-in-fact to act on ExecutiveEmployee’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (a) The Executive expressly agrees that during employment with the Companyto assign and does hereby assign to Company Executive's entire right, title, and interest in and to any and all inventionsdesigns, discoveries, innovations, writings, domain names, improvementsdevelopments, trade secrets, designstechnical specifications and technical data, drawingsmethods, techniques, systems, processes, know-how and show-how, customer and supplier lists, marketing plans, pricing policies, inventions, concepts, ideas, works of authorship, expressions, discoveries, documentation, formulas, business processessoftware, secret processes and know-howimprovements, derivatives, or modifications in any of the foregoing, (whether or not patentable or a copyright registerable under copyright, trademark or trademarksimilar statutes, which Executive may createor subject to analogous protection) authored, conceivecreated, develop or makemade, either alone conceived and/or reduced to practice, in whole or in conjunction part by the Executive, solely or jointly with others and related or in any way connected others, during Executive's employment with the Company’s strategic plansCompany (or initiated during Executive's employment and substantially completed during the six (6) months following Executive's termination of employment for any reason), products, processes and which (i) relate to or apparatus arise out of Executive's employment with the Company or the Business business or reasonably anticipated business of the Company, (ii) are developed using the Company Property, or (iii) are based on or derived from the Company Confidential Information (collectively, “ “Inventions”) together with all intellectual property rights in and to such Inventions ”throughout the world, in each case, free and clear of any liens and other encumbrances and without reservations of any kind. The Executive agrees that all Inventions consisting of copyrightable subject matter are “works made for hire” as defined in in the Copyright Act of 1976 (17 U.S.C. §101), shall be fully as amended) and promptly disclosed to therefore the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment copyrights in such Inventions are solely owned by the Company, . Executives waives any and all moral rights in or with respect to the Inventions that Executive and Executive’s heirs, assigns and representatives shall may retain under law despite the foregoing assignment. b) The Executive agrees that Executive will promptly assign disclose to the Company any and all rightInventions, title and interest that during the Executive's employment or at any time thereafter, upon request of the Company, the Executive will sign, execute and deliver any and all documents or instruments, including applications, registrations, oaths, declarations, affidavits, invention assignments and copyright assignments, and will take any other action which the Company shall deem necessary to (i) procure or register trademark, copyright or patent rights with respect to Inventions, or to otherwise protect the Company's intellectual property and proprietary interests, (ii) enforce or defend Company's intellectual property rights in and to such Inventions made during employment with Inventions, or (iii) perfect or demonstrate the Company. (b) Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining 's ownership of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, Inventions and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other any intellectual property rights in and to such Inventions. The Company agrees to pay reasonable fees and expenses or other costs incurred by the Executive for any assistance rendered to the Company and its successors and assigns. pursuant to this Section 6.05(b). c) In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business dayseffort, to secure the Executive’s 's signature on a written assignment to any document required for the Companyfiling, prosecution or granting of any an application (whether foreign or domestic) for letters patent, trademark registration or to any common law or statutory copyright or other property right thereinanalogous protection relating to the Inventions, whether because of the Executive’s 's physical or mental incapacity, inability to locate Executive, failure of Executive to respond to reasonable requests or for any other reason whatsoever, the Executive hereby irrevocably designates and appoints the Secretary of Company and its duly authorized officer and agent as the Company as Executive’s 's agent and attorney-in-fact (which designation and appointment is irrevocable and shall be deemed coupled with an interest and shall survive the Executive's death or incapacity), to act on for and in the Executive’s 's behalf and stead to execute and file any such applications documents and to do all other lawfully permitted acts to further the prosecution or and issuance of such assignments, letters patent, copyright or trademarkother analogous protection in the name of the Company with the same legal force and effect as if executed by the Executive. d) The Executive's obligation to assign Inventions shall not apply to any invention that the Executive can demonstrate through contemporaneous written records: (i) was developed entirely on the Executive's own time and effort without using the Company's equipment, supplies, facilities, trade secrets or confidential information or other Company Property; (ii) does not relate to the business of the Company or to the Company's actual or anticipated research and development activities; and (iii) did not result from any work performed by the Executive for the Company. The obligations of the Executive under this Section 6.05 shall continue beyond the termination of the Executive's employment with respect to Inventions.

Assignment of Inventions. (a) The Executive expressly agrees that during employment with the Companyto assign and does hereby assign to Company Executive’s entire right, title, and interest in and to any and all inventionsdesigns, discoveries, innovations, writings, domain names, improvementsdevelopments, trade secrets, designstechnical specifications and technical data, drawingsmethods, techniques, systems, processes, know-how and show-how, customer and supplier lists, marketing plans, pricing policies, inventions, concepts, ideas, works of authorship, expressions, discoveries, documentation, formulas, business processessoftware, secret processes and know-howimprovements, derivatives, or modifications in any of the foregoing, (whether or not patentable or a copyright registerable under copyright, trademark or trademarksimilar statutes, which Executive may createor subject to analogous protection) authored, conceivecreated, develop or makemade, either alone conceived and/or reduced to practice, in whole or in conjunction part by the Executive, solely or jointly with others and related or in any way connected others, during Executive’s employment with the CompanyCompany (or initiated during Executive’s strategic plans, products, processes or apparatus or employment and substantially completed during the Business six (collectively, “ Inventions ”6) months following Executive’s termination of employment for any reason), shall be fully and promptly disclosed which (i) relate to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees. Regardless of the status arise out of Executive’s employment with the Company or the business or reasonably anticipated business of the Company, (ii) are developed using the Company Property, or (iii) are based on or derived from the Company Confidential Information (collectively, “Inventions”) together with all intellectual property rights in and to such Inventions throughout the world, in each case, free and clear of any liens and other encumbrances and without reservations of any kind. The Executive agrees that all Inventions consisting of copyrightable subject matter are “works made for hire” as defined in in the Copyright Act of 1976 (17 U.S.C. §101), as amended) and therefore the copyrights in such Inventions are solely owned by the Company, . Executives waives any and all moral rights in or with respect to the Inventions that Executive and Executive’s heirs, assigns and representatives shall may retain under law despite the foregoing assignment. b) The Executive agrees that Executive will promptly assign disclose to the Company any and all rightInventions, title and interest that during the Executive’s employment or at any time thereafter, upon request of the Company, the Executive will sign, execute and deliver any and all documents or instruments, including applications, registrations, oaths, declarations, affidavits, invention assignments and copyright assignments, and will take any other action which the Company shall deem necessary to (i) procure or register trademark, copyright or patent rights with respect to Inventions, or to otherwise protect the Company’s intellectual property and proprietary interests, (ii) enforce or defend Company’s intellectual property rights in and to such Inventions made during employment with the Company. Inventions, or (biii) Whether during perfect or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at demonstrate the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining ownership of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, Inventions and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other any intellectual property rights in and to such Inventions. The Company agrees to pay reasonable fees and expenses or other costs incurred by the Executive for any assistance rendered to the Company and its successors and assigns. pursuant to this Section 6.05(b). c) In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business dayseffort, to secure the Executive’s signature on a written assignment to any document required for the Companyfiling, prosecution or granting of any an application (whether foreign or domestic) for letters patent, trademark registration or to any common law or statutory copyright or other property right thereinanalogous protection relating to the Inventions, whether because of the Executive’s physical or mental incapacity, inability to locate Executive, failure of Executive to respond to reasonable requests or for any other reason whatsoever, the Executive hereby irrevocably designates and appoints the Secretary of Company and its duly authorized officer and agent as the Company as Executive’s agent and attorney-in-fact (which designation and appointment is irrevocable and shall be deemed coupled with an interest and shall survive the Executive’s death or incapacity), to act on for and in the Executive’s behalf and stead to execute and file any such applications documents and to do all other lawfully permitted acts to further the prosecution or and issuance of such assignments, letters patent, copyright or trademarkother analogous protection in the name of the Company with the same legal force and effect as if executed by the Executive. d) The Executive’s obligation to assign Inventions shall not apply to any invention that the Executive can demonstrate through contemporaneous written records: (i) was developed entirely on the Executive’s own time and effort without using the Company’s equipment, supplies, facilities, trade secrets or confidential information or other Company Property; (ii) does not relate to the business of the Company or to the Company’s actual or anticipated research and development activities; and (iii) did not result from any work performed by the Executive for the Company. The obligations of the Executive under this Section 6.05 shall continue beyond the termination of the Executive’s employment with respect to Inventions.

Assignment of Inventions. (a) Executive Employee agrees that Employee will promptly and fully disclose to the Company, and the Company 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, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable the Products or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with Services of the Company’s strategic plans, products, processes or apparatus or the Business (collectively, “ . All Inventions ”), shall be fully and promptly disclosed to the Company Works are and shall be remain the sole and exclusive property of the Company as against Executive or any of Executive’s assigneesCompany. Regardless of the status of Executive’s employment by the CompanyEmployee agrees that Employee will assign, Executive and Executive’s heirshereby does assign, assigns and representatives shall promptly assign to the Company any and or its designee, all of Employee's right, title and interest in and to all Inventions (whether patentable or not) and all Works, conceived, originated, made, developed or reduced to practice by Employee, alone or with others, during Employee's employment by the Company (whether before, on or after the date of this Agreement). 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 (1) year after any termination for any reason of such employment, Employee agrees to assist the Company to obtain any and all patents, copyrights, trademarks and service marks relating to Inventions made and Works and to execute all documents 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 to protect the same against infringement by others, all as and to the extent that the Company may reasonably request and at the Company's expense, for no consideration to the Employee other than the Employee's compensation, if any, under Section 4. Notwithstanding any of the foregoing provisions of this Section 6(a) to the contrary, this Section 6(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 those Inventions and Works that either (a) relate at the time of conception or reduction to practice of the Invention or Work to the Company's business, Products or Services, or to demonstrably anticipated research or development of the Company, or (b) result from any 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 Employee's employment with the Company) qualifying for the exception in the first sentence of this paragraph. (b) Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (a) Executive agrees that during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the Business (collectively, “ Inventions “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company. (b) . Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (a) Executive agrees that during employment with the CompanyEmployment Period, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the Business (collectively, “ Inventions “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company. (b) Employment Period. Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s his physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

Assignment of Inventions. (a) Executive agrees that during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s 's strategic plans, products, processes or apparatus or the Business (collectively, “ Inventions “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s 's assignees. Regardless of the status of Executive’s 's employment by the Company, Executive and Executive’s 's heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company. (b) Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s 's expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s 's signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s 's physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact 's attorney‑in‑fact to act on Executive’s 's behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.