Common use of Assignment of Rights to Intellectual Property Clause in Contracts

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive creates forming part of the Intellectual Property shall be considered “works made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively by the Company. During the term of this Agreement, the Executive consents to the use by the Company, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, during the term hereof, he will be responsible for ensuring that the Company and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s business.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose disclose, if the Executive has not done so already, all Intellectual Property to the Company. The Executive shall maintain adequate records (whether written, electronic, or otherwise) to document the Intellectual Property, including without limitation the conception and reduction to practice of all inventions, and shall make such records available to the Company upon request. The Company shall have sole ownership of all Intellectual Property and all such records with respect thereto. The Executive hereby assigns assigns, conveys, and agrees to assign grants to the Company (or as otherwise directed by the Company) , and agrees to assign, convey and grant to the Company (or as otherwise directed by the Company) , all of the Executive’s full right, title title, and interest in and to the Intellectual Property and any and all patents, patent applications, and copyrights relating to the Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive creates forming part of the Intellectual Property shall be considered “works work made for hire” and “works made in the course of employment” hire “ and shall, upon creation, be owned exclusively by the Company. During The Executive represents that the term attached Exhibit A contains a complete list of all inventions, copyrightable works, tangible materials, and other intellectual property that the Executive (either alone or jointly with others) conceived, developed, discovered, created, or reduced to practice prior to the Executive’s employment with the Company (the “Prior IP”). The Prior IP is not assigned to the Company under this Agreement, except to the extent that the Executive expressly assigns such Prior IP to the Company under the terms of a separate written instrument. If no Prior IP is listed on Exhibit A , the Executive represents that no Prior IP exists. The Executive recognizes that the protection of the Intellectual Property of the Company against unauthorized disclosure and use is of critical importance to the Company, and therefore, the Executive agrees to use the Executive’s best efforts and exercise utmost diligence to protect and safeguard the Intellectual Property of the Company and its Affiliates, if any, and, except as may be expressly required by the Company in connection with the Executive’s performance of the Executive’s obligations to the Company under this Agreement, the Executive consents shall not, either during the Term of this Agreement or thereafter, directly or indirectly, use for the Executive’s own benefit or for the benefit of another, or disclose to the use by the Companyanother, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, during the term hereof, he will be responsible for ensuring that the Company and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s businessIntellectual Property.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) reasonably requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time reasonably requested to be spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive creates forming part of the Intellectual Property shall be considered “works work made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively by the Company. During The Company will promptly reimburse the term Executive’s out-of-pocket expenses incurred in complying with Company requests hereunder. Prior to commencing any project on behalf of this Agreementthe Company, the Executive consents shall disclose any information or Intellectual Property that may be relevant to such project to which he may claim a right or interest by reason of having invented, discovered, or originated the same prior to the use by commencement of employment for the Company, its Affiliates and their respective agents and representatives, ; the burden of proving such prior right or interest shall be on the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s businessExecutive, and the Executive’s failure to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by notify the Company of such rights or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, during the term hereof, he interests will be responsible for ensuring that the Company deemed a waiver of such rights and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s businessinterests.

Assignment of Rights to Intellectual Property. (a) The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s 's full right, title and interest in and to all Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible reimbursed for all out-of-pockets costs reasonable and documented out of pocket expenses incurred by at the Executive in complying with these obligationsrequest of the Company. All copyrightable works that the Executive creates forming part of the Intellectual Property shall be considered “works "work made for hire” and “works made in the course of employment” " and shall, upon creation, be owned exclusively by the Company. During the term of . (b) As used in this Agreement, "Intellectual Property" means any invention, formula, process, discovery, development, design, innovation or improvement (whether or not patentable or registrable under copyright statutes) made, conceived, or first actually reduced to practice by the Executive consents to the use solely or jointly with others, during Executive's employment by the Company, its Affiliates and their respective agents and representativesprovided, of however, notice is hereby provided that, in accordance with Illinois law (765 Ill. Comp. Stat. 1060/2), the name, voice, likeness, image and other recognizable features of term "Intellectual Property" shall not apply to any invention that the Executive in develops entirely on Executive's own time and without using the ordinary course equipment, supplies, facilities or trade secret information of the Company’s business, and to further the commercial goals of the Company. The Executive unless (i) represents and warrants that, as such invention relates to the business of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside to the ordinary course actual or demonstrably anticipated research or development of the Company’s business and Company or (ii) agrees that, during the term hereof, he will be responsible invention results from any work performed by the Executive for ensuring that the Company and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s business.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose disclose, if she has not done so already, all Intellectual Property to the Company. The Executive shall maintain adequate records (whether written, electronic, or otherwise) to document the Intellectual Property, including without limitation the conception and reduction to practice of all inventions, and shall make such records available to the Company upon request. The Company shall have sole ownership of all Intellectual Property and all such records with respect thereto. The Executive hereby assigns assigns, conveys, and agrees to assign grants to the Company (or as otherwise directed by the Company) ), and agrees to assign, convey and grant to the Executive’s full Company (or as otherwise directed by the Company), all of her right, title title, and interest in and to the Intellectual Property and any and all patents, patent applications, and copyrights relating to the Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive creates forming part of the Intellectual Property shall be considered “works work made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively by the Company. During The Executive represents that the term attached Exhibit A contains a complete list of all inventions, copyrightable works, tangible materials, and other intellectual property that the Executive (either alone or jointly with others) conceived, developed, discovered, created, or reduced to practice prior to the Executive’s employment with the Company (the “Prior IP”). The Prior IP is not assigned to the Company under this Agreement, except to the extent that the Executive expressly assigns such Prior IP to the Company under the terms of a separate written instrument. If no Prior IP is listed on Exhibit A, the Executive represents that no Prior IP exists. The Executive recognizes that the protection of the Intellectual Property of the Company against unauthorized disclosure and use is of critical importance to the Company, and therefore, the Executive agrees to use her best efforts and exercise utmost diligence to protect and safeguard the Intellectual Property of the Company and its Affiliates, if any, and, except as may be expressly required by the Company in connection with the Executive’s performance of her obligations to the Company under this Agreement, the Executive consents shall not, either during the Term of this Agreement or thereafter, directly or indirectly, use for her own benefit or for the benefit of another, or disclose to the use by the Companyanother, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, during the term hereof, he will be responsible for ensuring that the Company and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s businessIntellectual Property.

Assignment of Rights to Intellectual Property. (i) The Executive shall will promptly disclose in confidence to the Company all inventions, discoveries, ideas, processes, products, computer programs, works of authorship and fully disclose know-how that the Executive or any individual working with the Executive makes, conceives or reduces to practice, from the date the Executive’s employment with the Company commenced through the expiration or termination of this Agreement, and that (i) arises from the services provided by the Executive to the Company (the “Services”) or other work performed by the Executive for the Company or (ii) arises from use of facilities, equipment, supplies, materials or Confidential Information of the Company (along with all Intellectual Property patent and other intellectual property rights arising therefrom, collectively, “Developments”). For clarity, “Developments” will include any products, progeny, modifications, improvements or derivatives of biological materials provided to the Executive by the Company. The Executive will not make any use of any funds, space, personnel, facilities, equipment or other resources of a third party in performing the Services hereunder nor take any other action that would result in another third party owning or having a right in any Developments under the such third party’s applicable policies or otherwise. (ii) The Executive will make and maintain adequate and reasonably current written records of all Developments, which records will be available to and remain the property of the Company at all times. All Developments will be the sole property of the Company. For purposes of the copyright laws of the United States, all Developments will constitute works made for hire as applicable. The Executive hereby assigns and and, to the extent any such assignment cannot be made at present, hereby agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full , without further compensation, all right, title and interest in and to all Intellectual PropertyDevelopments. (iii) The Executive will assist the Company in any reasonable manner to obtain for its own benefit patent and other intellectual property rights in any and all countries with respect to the Developments, and the Executive will execute and deliver, promptly as requested, patent and other applications and assignments therefor. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of will further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit reasonably assist the Company to enforce any patentssuch patent rights and other rights, copyrights including testifying in any suit or other proprietary rights to the Intellectual Propertyproceeding. The Executive will not charge perform the Company Executive’s obligations under this Section 3 without further compensation, except for reimbursement of expenses incurred at the Company’s request and, with respect to any performance after the term of this Agreement or in excess of the Executive’s time spent in complying with these obligationscommitment during the term of this Agreement, but the Company shall be responsible compensation at a reasonable rate for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that and time actually spent by the Executive creates forming part at the Company’s request. In the event the Company is unable after reasonable effort to obtain the Executive’s signature on any document which the Executive may be required to sign pursuant to this Section 3, whether because of the Intellectual Property shall be considered “works made Executive’s physical or mental incapacity or for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively by the Company. During the term of this Agreementany other reason whatsoever, the Executive consents hereby irrevocably appoints each of the President and the Secretary of the Company (whether now or hereafter in office) as the Executive’s attorney-in-fact to execute any such document on the Executive’s behalf. (iv) The Company agrees that any technology and/or intellectual property, and any and all intellectual property rights, industrial property rights, and moral rights thereto, created in whole or in part by the Executive prior to the use date hereof and referred to in Exhibit A to this Agreement (“Excluded Technology”) is not within the scope of the assignment of Developments hereunder, which may be updated in the future by mutual agreement. Except for any Excluded Technology, if the Executive incorporates into any Developments any proprietary information or other intellectual property owned by the Company, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of Executive or in which the Executive in has an interest, the ordinary course of the Company’s businessExecutive hereby grants, and to further the commercial goals of extent any such grant cannot be made at the Company. The Executive (i) represents and warrants thatpresent, as of agrees to grant to the date hereofCompany a non-exclusive, royalty-free, irrevocable, perpetual, transferable worldwide license, with the right to sublicense through multiple tiers, under all intellectual property rights, to make, use, refrain from using, sell, offer for sale, import, modify, delete, add to, reproduce, create derivative works based upon, distribute, perform, display or otherwise exploit in any way, such recognizable features have not been used proprietary information or other intellectual property, in whole or in part, by the Company any means, now known or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees thatlater developed, during the term hereof, he will be responsible for ensuring that the Company and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s business.in all languages

Assignment of Rights to Intellectual Property. (a) The Executive shall promptly agrees to maintain accurate and complete contemporaneous records of, and to immediately and fully disclose all Intellectual Property and deliver to the Company. , all Intellectual Property, as hereafter defined. (b) The Executive hereby represents and warrants that all of the Products resulting from his work for the Company shall be original and shall not infringe the rights of any third party, including without limitation intellectual property rights, such as rights pertaining to patents, trademarks, copyrights and trade secrets. (c) The Executive hereby assigns and agrees in the future to assign to the Company (or as otherwise directed by the Company) the Executive’s his full right, title and interest in and to all Intellectual Property. The Executive also hereby waives agrees to provide, at the Company's request, all moral further cooperation which the Company determines is necessary or desirable to accomplish the complete transfer of the Intellectual Property and all associated rights to any copyright assigned hereunder. The Executive agrees to execute any the Company, its successors, assigns and all applications for domestic and foreign patentsnominees, copyrights or other proprietary rights and to do such other acts (ensure the Company the full enjoyment of the Intellectual Property, including without limitation the execution executing further applications both domestic and delivery foreign, specifications, oaths, assignments, consents, releases, government communications and other commercially reasonable documentation, responding to corporate diligence inquiries, and providing good faith testimony by affidavit, declaration, deposition, in-person or other proper means, in support of instruments of further assurance or confirmation) requested any effort by the Company to establish, perfect, defend, or otherwise enjoy, in this or any foreign country, its rights acquired pursuant to this Agreement through prosecution of governmental filings, regulatory proceedings, litigation or other means. (d) To the extent that the Executive cannot assign and transfer any of his full right, title, and interest in the Intellectual Property to then the Executive hereby grants the Company and its Affiliates an irrevocable, worldwide, fully paid-up, royalty-free, exclusive license, with the right to permit the Company sublicense through multiple tiers, to enforce make, use, sell, improve, reproduce, distribute, perform, display, transmit, manipulate in any patentsmanner, copyrights create derivative works based upon, and otherwise exploit or other proprietary rights to utilize in any manner the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligationsany of his obligations under this Section 8. All copyrightable works that the Executive creates forming part of the Intellectual Property shall be considered “works "work made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively by the Company. During the term of this Agreement, the Executive consents to the use by the Company, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, during the term hereof, he will be responsible for ensuring that the Company and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s business."

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose disclose, if he/she has not done so already, all Intellectual Property to the Company. The Executive shall maintain adequate records (whether written, electronic, or otherwise) to document the Intellectual Property, including without limitation the conception and reduction to practice of all inventions, and shall make such records available to the Company upon request. The Company shall have sole ownership of all Intellectual Property and all such records with respect thereto. The Executive hereby assigns assigns, conveys, and agrees to assign grants to the Company (or as otherwise directed by the Company) ), and agrees to assign, convey and grant to the Executive’s full Company (or as otherwise directed by the Company), all of his/her right, title title, and interest in and to the Intellectual Property and any and all patents, patent applications, and copyrights relating to the Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive creates forming part of the Intellectual Property shall be considered “works work made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively by the Company. During The Executive represents that the term attached Exhibit A contains a complete list of all inventions, copyrightable works, tangible materials, and other intellectual property that the Executive (either alone or jointly with others) conceived, developed, discovered, created, or reduced to practice prior to the Executive’s employment with the Company (the “Prior IP”). The Prior IP is not assigned to the Company under this Agreement, except to the extent that the Executive expressly assigns such Prior IP to the Company under the terms of a separate written instrument. If no Prior IP is listed on Exhibit A, the Executive represents that no Prior IP exists. The Executive recognizes that the protection of the Intellectual Property of the Company against unauthorized disclosure and use is of critical importance to the Company, and therefore, the Executive agrees to use his/her best efforts and exercise utmost diligence to protect and safeguard the Intellectual Property of the Company and its Affiliates, if any, and, except as may be expressly required by the Company in connection with the Executive’s performance of his/her obligations to the Company under this Agreement, the Executive consents shall not, either during the Term of this Agreement or thereafter, directly or indirectly, use for his/her own benefit or for the benefit of another, or disclose to the use by the Companyanother, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, during the term hereof, he will be responsible for ensuring that the Company and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s businessIntellectual Property.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose disclose, if he/she has not done so already, all Intellectual Property to the Company. The Executive shall maintain adequate records (whether written, electronic, or otherwise) to document the Intellectual Property, including without limitation the conception and reduction to practice of all inventions, and shall make such records available to the Company upon request. The Company shall have sole ownership of all Intellectual Property and all such records with respect thereto. The Executive hereby assigns assigns, conveys, and agrees to assign grants to the Company (or as otherwise directed by the Company) ), and agrees to assign, convey and grant to the Executive’s full Company (or as otherwise directed by the Company), all of his/her right, title title, and interest in and to the Intellectual Property and any and all patents, patent applications, and copyrights relating to the Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive creates forming part shall be considered “work made for hire”. The Executive represents that the attached Exhibit A contains a complete list of all inventions, copyrightable works, tangible materials, and other intellectual property that the Executive (either alone or jointly with others) conceived, developed, discovered, created, or reduced to practice prior to the Effective Date (the “Prior IP”). The Prior IP is not assigned to the Company under this Agreement, except to the extent that the Executive expressly assigns such Prior IP to the Company under the terms of a separate written instrument. If no Prior IP is listed on Exhibit A, the Executive represents that no Prior IP exists. The Executive recognizes that the protection of the Intellectual Property shall of the Company against unauthorized disclosure and use is of critical importance to the Company, and therefore, the Executive agrees to use his/her best efforts and exercise utmost diligence to protect and safeguard the Intellectual Property of the Company and its Affiliates, if any, and, except as may be considered “works made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively expressly required by the Company. During Company in connection with the term Executive’s performance of his/her obligations to the Company under this Agreement, the Executive consents shall not, either during the Term of this Agreement or thereafter, directly or indirectly, use for his/her own benefit or for the benefit of another, or disclose to the use by the Companyanother, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, during the term hereof, he will be responsible for ensuring that the Company and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s businessIntellectual Property.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose disclose, if he/she has not done so already, all Intellectual Property to the Company. The Executive shall maintain adequate records (whether written, electronic, or otherwise) to document the Intellectual Property, including without limitation the conception and reduction to practice of all inventions, and shall make such records available to the Company upon request. The Company shall have sole ownership of all Intellectual Property and all such records with respect thereto. The Executive hereby assigns assigns, conveys, and agrees to assign grants to the Company (or as otherwise directed by the Company) ), and agrees to assign, convey and grant to the Executive’s full Company (or as otherwise directed by the Company), all of his/her right, title title, and interest in and to the Intellectual Property and any and all patents, patent applications, and copyrights relating to the Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive creates forming part shall be considered "work made for hire". The Executive recognizes that the protection of the Intellectual Property shall of the Company against unauthorized disclosure and use is of critical importance to the Company, and therefore, the Executive agrees to use his/her best efforts and exercise utmost diligence to protect and safeguard the Intellectual Property of the Company and its Affiliates, if any, and, except as may be considered “works made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively expressly required by the Company. During Company in connection with the term Executive's performance of his/her obligations to the Company under this Agreement, the Executive consents shall not, either during the Term of this Agreement or thereafter, directly or indirectly, use for his/her own benefit or for the benefit of another, or disclose to the use by the Companyanother, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, during the term hereof, he will be responsible for ensuring that the Company and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s businessIntellectual Property.

Assignment of Rights to Intellectual Property. The Executive Employee shall promptly and fully disclose all Intellectual Property (as defined below) to the Company. The Executive Employee hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the ExecutiveEmployee’s full right, title and interest in and to all Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive Employee agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including including, without limitation limitation, the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company (or as otherwise directed by the Company) and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive Employee will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive Employee creates forming part of the Intellectual Property shall be considered “works work made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively by the Company. During For the term avoidance of doubt, Xxxxxxxx’s nondisclosure obligations hereunder shall not apply with respect to information resulting from Employee’s general training, knowledge, skill or experience, whether gained on the job or otherwise, information that is readily ascertainable to the public, or information that Employee otherwise has a right to disclose as legally protected conduct. Additionally, any provision in this Agreement interpreted by an arbitrator or, if applicable, court of competent jurisdiction to be a "nondisclosure provision" as defined in and under the Colorado Protecting Opportunities and Workers' Rights Act, Colo. Rev. Stat. § 24-34-407(1)(a) (referred to herein as a "Non-Disclosure Provision"), shall apply equally to Employee and the Company and its affiliates. Nothing in this Section 9(b) or otherwise in this Agreement prohibits or restricts Employee from disclosing the underlying facts about alleged discriminatory or unfair employment practices of the Company or its affiliates to Employee’s immediate family, religious advisor, medical or mental health provider, legal counsel, financial advisor or tax preparer, or as required by law. No Party that makes a material misrepresentation about the other Party may enforce any Non-Disclosure Provision (including under this Section 9(b)) against such other Party, but all remaining terms of this Agreement shall remain enforceable. Employee hereby acknowledges receipt of a separate addendum attached as Exhibit C to this Agreement regarding the Non-Disclosure Provision. For purposes of this Agreement, “Intellectual Property” means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by Employee (whether alone or with others, whether or not during normal business hours or on or off Company premises) during Employee’s employment and during the Executive consents period of six (6) months immediately following termination of Employee’s employment that relate either to the use by the Company, its Affiliates and their respective agents and representatives, Services or to any prospective activity of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside affiliates or that result from any work performed by Employee for the ordinary course Company or any of its affiliates or that make use of Confidential Information or any of the Company’s business and (ii) agrees that, during the term hereof, he will be responsible for ensuring that equipment or facilities of the Company and or any of its Affiliates do not use such recognizable features outside the ordinary course of the Company’s businessaffiliates.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose disclose, if he/she has not done so already, all Intellectual Property to the Company. The Executive shall maintain adequate records (whether written, electronic, or otherwise) to document the Intellectual Property, including without limitation the conception and reduction to practice of all inventions, and shall make such records available to the Company upon request. The Company shall have sole ownership of all Intellectual Property and all such records with respect thereto. The Executive hereby assigns assigns, conveys, and agrees to assign grants to the Company (or as otherwise directed by the Company) ), and agrees to assign, convey and grant to the Executive’s full Company (or as otherwise directed by the Company), all of his/her right, title title, and interest in and to the Intellectual Property and any and all patents, patent applications, and copyrights relating to the Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive creates forming part shall be considered "work made for hire". The Executive represents that the attached Exhibit A contains a complete list of all inventions, copyrightable works, tangible materials, and other intellectual property that the Executive (either alone or jointly with others) conceived, developed, discovered, created, or reduced to practice prior to the Effective Date (the "Prior IP"). The Prior IP is not assigned to the Company under this Agreement, except to the extent that the Executive expressly assigns such Prior IP to the Company under the terms of a separate written instrument. If no Prior IP is listed on Exhibit A, the Executive represents that no Prior IP exists. The Executive recognizes that the protection of the Intellectual Property shall of the Company against unauthorized disclosure and use is of critical importance to the Company, and therefore, the Executive agrees to use his/her best efforts and exercise utmost diligence to protect and safeguard the Intellectual Property of the Company and its Affiliates, if any, and, except as may be considered “works made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively expressly required by the Company. During Company in connection with the term Executive's performance of his/her obligations to the Company under this Agreement, the Executive consents to the use by the Companyshall not, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, either during the term hereofof this Agreement or thereafter, he will be responsible directly or indirectly, use for ensuring that his/her own benefit or for the Company and its Affiliates do not use benefit of another, or disclose to another, any of such recognizable features outside the ordinary course of the Company’s businessIntellectual Property.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose disclose, if he has not done so already, all Intellectual Property to the Company. The Executive shall maintain adequate records (whether written, electronic, or otherwise) to document the Intellectual Property, including without limitation the conception and reduction to practice of all inventions, and shall make such records available to the Company upon request. The Company shall have sole ownership of all Intellectual Property and all such records with respect thereto. The Executive hereby assigns assigns, conveys, and agrees to assign grants to the Company (or as otherwise directed by the Company) ), and agrees to assign, convey and grant to the Executive’s full Company (or as otherwise directed by the Company), all of his right, title title, and interest in and to the Intellectual Property and any and all patents, patent applications, and copyrights relating to the Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive creates forming part shall be considered “work made for hire”. The Executive represents that the attached Exhibit A contains a complete list of all inventions, copyrightable works, tangible materials, and other intellectual property that the Executive (either alone or jointly with others) conceived, developed, discovered, created, or reduced to practice prior to the Effective Date (the “Prior IP”). The Prior IP is not assigned to the Company under this Agreement, except to the extent that the Executive expressly assigns such Prior IP to the Company under the terms of a separate written instrument. If no Prior IP is listed on Exhibit A, the Executive represents that no Prior IP exists. The Executive recognizes that the protection of the Intellectual Property shall of the Company against unauthorized disclosure and use is of critical importance to the Company, and therefore, the Executive agrees to use his best efforts and exercise utmost diligence to protect and safeguard the Intellectual Property of the Company and its Affiliates, if any, and, except as may be considered “works made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively expressly required by the Company. During Company in connection with the term Executive’s performance of his obligations to the Company under this Agreement, the Executive consents shall not, either during the Term of this Agreement or thereafter, directly or indirectly, use for his own benefit or for the benefit of another, or disclose to the use by the Companyanother, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, during the term hereof, he will be responsible for ensuring that the Company and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s businessIntellectual Property.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose disclose, if he has not done so already, all Intellectual Property to the Company. The Executive shall maintain adequate records (whether written, electronic, or otherwise) to document the Intellectual Property, including without limitation the conception and reduction to practice of all inventions, and shall make such records available to the Company upon request. The Company shall have sole ownership of all Intellectual Property and all such records with respect thereto. The Executive hereby assigns assigns, conveys, and agrees to assign grants to the Company (or as otherwise directed by the Company) ), and agrees to assign, convey and grant to the Executive’s full Company (or as otherwise directed by the Company), all of his right, title title, and interest in and to the Intellectual Property and any and all patents, patent applications, and copyrights relating to the Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive creates forming part shall be considered "work made for hire". The Executive recognizes that the protection of the Intellectual Property shall of the Company against unauthorized disclosure and use is of critical importance to the Company, and therefore, the Executive agrees to use his best efforts and exercise utmost diligence to protect and safeguard the Intellectual Property of the Company and its Affiliates, if any, and, except as may be considered “works made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively expressly required by the Company. During Company in connection with the term Executive's performance of his obligations to the Company under this Agreement, the Executive consents to the use by the Companyshall not, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, either during the term hereofof this Agreement or thereafter, he will be responsible directly or indirectly, use for ensuring that his own benefit or for the Company and its Affiliates do not use benefit of another, or disclose to another, any of such recognizable features outside the ordinary course of the Company’s businessIntellectual Property.

Assignment of Rights to Intellectual Property. The Executive Employee shall promptly and fully disclose all Intellectual Property to the Company. The Executive Employee hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the ExecutiveEmployee’s full right, title and interest in and to all Intellectual Property. The Executive also hereby waives all moral rights to any copyright assigned hereunder. The Executive Employee agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce or otherwise protect its rights and interests in any patents, copyrights or other proprietary rights to the Intellectual Property. If the Company is unable, after reasonable effort, to secure the Employee’s signature on any such applications or instruments, the Employee hereby irrevocably designates and appoints each officer of the Company as the Employee’s agent and attorney-in-fact to execute any such applications or instruments on the Employee’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Intellectual Property. The Executive Employee will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying employing with these obligations. All copyrightable works that the Executive Employee creates forming part of the Intellectual Property shall be considered “works work made for hire” and “works made in ”. The Employee’s obligation to assign his or her rights to Intellectual Property under this Section 8 shall not apply to any invention (i) that the course of employment” and shallEmployee develops on the Employee’s own time, upon creation, be owned exclusively by the Company. During the term of this Agreement, the Executive consents to the use by the Company, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of without using the Company’s businessequipment, and supplies, facilities or trade secret information, unless such invention relates at the time of conception or reduction to further practice of the commercial goals invention to the Company’s business or to the actual or demonstrably anticipated research or development of the Company or results from any work performed by the Employee for the Company or (ii) that, under applicable law, the Employee may not be required to assign to the Company. The Executive (i) represents and warrants that, as of Employee hereby waives all claims to any moral rights or other special rights which the date hereof, such recognizable features Employee may have not been used by the Company or accrue in any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, during the term hereof, he will be responsible for ensuring that the Company and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s businessIntellectual Property.

Assignment of Rights to Intellectual Property. (a) The Executive shall promptly agrees to maintain accurate and complete contemporaneous records of, and to immediately and fully disclose all Intellectual Property and deliver to the Company. , all Intellectual Property, as hereafter defined. (b) The Executive hereby represents and warrants that all of the Products resulting from his work for the Company shall be original and shall not infringe the rights of any third party, including without limitation intellectual property rights, such as rights pertaining to patents, trademarks, copyrights and trade secrets. (c) The Executive hereby assigns and agrees in the future to assign to the Company (or as otherwise directed by the Company) the Executive’s his full right, title and interest in and to all Intellectual Property. The Executive also hereby waives agrees to provide, at the Company's request, all moral further cooperation which the Company determines is necessary or desirable to accomplish the complete transfer of the Intellectual Property and all associated rights to any copyright assigned hereunder. The Executive agrees to execute any the Company, its successors, assigns and all applications for domestic and foreign patentsnominees, copyrights or other proprietary rights and to do such other acts (ensure the Company the full enjoyment of the Intellectual Property, including without limitation the execution executing further applications both domestic and delivery foreign, specifications, oaths, assignments, consents, releases, government communications and other commercially reasonable documentation, responding to corporate diligence inquiries and providing good faith testimony by affidavit, declaration, deposition, in-person or other proper means, in support of instruments of further assurance or confirmation) requested any effort by the Company to establish, perfect, defend, or otherwise enjoy, in this or any foreign country, its rights acquired pursuant to this Agreement through prosecution of governmental filings, regulatory proceedings, litigation or other means. (d) To the extent that the Executive cannot assign and transfer any of his full right, title, and interest in the Intellectual Property to then the Executive hereby grants the Company and its Affiliates an irrevocable, worldwide, fully paid-up, royalty-free, exclusive license, with the right to permit the Company sublicense through multiple tiers, to enforce make, use, sell, improve, reproduce, distribute, perform, display, transmit, manipulate in any patentsmanner, copyrights create derivative works based upon, and otherwise exploit or other proprietary rights to utilize in any manner the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for all out-of-pockets costs and expenses incurred by the Executive in complying with these obligationsany of his obligations under this Section 8. All copyrightable works constituting Intellectual Property that the Executive creates forming part of the Intellectual Property shall be considered “works "work made for hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively by the Company. During the term of this Agreement, the Executive consents to the use by the Company, its Affiliates and their respective agents and representatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and to further the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been used by the Company or any of its Affiliates outside the ordinary course of the Company’s business and (ii) agrees that, during the term hereof, he will be responsible for ensuring that the Company and its Affiliates do not use such recognizable features outside the ordinary course of the Company’s business."