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, 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, conveys, and 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 right, 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 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. All copyrightable works that the Executive creates shall be considered “work made for hire “ and shall, upon creation, be owned exclusively by the Company. 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 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 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 another, any of such Intellectual Property.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose, if the Executive has not done so already, disclose all Intellectual Property to the Company. The Executive shall maintain adequate records (whether written, electronic, or otherwise) hereby assigns and agrees 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, conveys, and grants assign 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 “work works made for hire “ hire” and “works made in the course of employment” and shall, upon creation, be owned exclusively by the Company. The Executive represents that During the attached Exhibit A contains a complete list term 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 shall notconsents to the use by the Company, either 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 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 this Agreement or thereafter, directly or indirectly, use for the ExecutiveCompany’s own benefit or for the benefit of another, or disclose to another, any of such Intellectual Propertybusiness.

Assignment of Rights to Intellectual Property. (a) The Executive shall promptly and fully disclose, if the Executive has not done so already, disclose all Intellectual Property to the Company. The Executive shall maintain adequate records (whether written, electronic, or otherwise) hereby assigns and agrees 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, conveys, and grants assign 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 '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 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 shall be reimbursed for all reasonable and documented out of pocket expenses incurred at the request of the Company. All copyrightable works that the Executive creates shall be considered “"work made for hire “ hire" and shall, upon creation, be owned exclusively by the Company. The Executive represents that the attached Exhibit A contains a complete list of all inventions. (b) As used in this Agreement, copyrightable works"Intellectual Property" means any invention, tangible materialsformula, and other intellectual property that 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 (either alone solely or jointly with others) conceived, developedduring Executive's employment by the Company, discoveredprovided, createdhowever, or reduced notice is hereby provided that, in accordance with Illinois law (765 Ill. Comp. Stat. 1060/2), the term "Intellectual Property" shall not apply 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 any invention that the Executive expressly assigns develops entirely on Executive's own time and without using the equipment, supplies, facilities or trade secret information of the Company, unless (i) such Prior IP invention relates 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 business of the Company against unauthorized disclosure and use is of critical importance or 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 actual or demonstrably anticipated research or development of the Company and its Affiliates, if any, and, except as may be expressly required or (ii) the invention results from any work performed by the Company in connection with the Executive’s performance of the Executive’s obligations to the Company under this Agreement, the Executive 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 another, any of such Intellectual PropertyCompany.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose, if the Executive has not done so already, disclose all Intellectual Property to the Company. The Executive shall maintain adequate records (whether written, electronic, or otherwise) hereby assigns and agrees 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, conveys, and grants assign 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 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. All copyrightable works that the Executive creates shall be considered “work made for hire “ hire” and shall, upon creation, be owned exclusively by the Company. 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 Company will promptly reimburse the Executive’s employment out-of-pocket expenses incurred in complying with the Company (the “requests hereunder. 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 commencing any project on Exhibit A , the Executive represents that no Prior IP exists. The Executive recognizes that the protection behalf 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 shall notdisclose 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, either during discovered, or originated the Term same prior to the commencement of this Agreement employment for the Company; the burden of proving such prior right or thereafterinterest shall be on the Executive, directly or indirectly, use for and the Executive’s own benefit or for failure to notify the benefit of another, or disclose to another, any Company of such Intellectual Propertyrights or interests will be deemed a waiver of such rights and interests.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose, if the Executive 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, conveys, and 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 his/her right, 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 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. All copyrightable works that the Executive creates shall be considered “work made for hire “ hire” and shall, upon creation, be owned exclusively by the Company. 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 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 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 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 the Executive’s his/her obligations to the Company under this Agreement, the Executive shall not, either during the Term of this Agreement or thereafter, directly or indirectly, use for the Executive’s his/her own benefit or for the benefit of another, or disclose to another, any of such Intellectual Property.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose, if the Executive 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, conveys, and 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 his/her right, 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 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. All copyrightable works that the Executive creates shall be considered “"work made for hire “ and shall, upon creation, be owned exclusively by the Company. 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 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 existshire". 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 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 's performance of the Executive’s his/her obligations to the Company under this Agreement, the Executive shall not, either during the Term of this Agreement or thereafter, directly or indirectly, use for the Executive’s his/her own benefit or for the benefit of another, or disclose to another, any of such Intellectual Property.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose, if the Executive 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, conveys, and 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 his/her right, 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 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. All copyrightable works that the Executive creates shall be considered “work made for hire “ and shall, upon creation, be owned exclusively by the Companyhire”. 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 Executive’s employment with the Company 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 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 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 the Executive’s his/her obligations to the Company under this Agreement, the Executive shall not, either during the Term of this Agreement or thereafter, directly or indirectly, use for the Executive’s his/her own benefit or for the benefit of another, or disclose to another, any of such Intellectual Property.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose, if the Executive 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, conveys, and 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 her right, 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 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. All copyrightable works that the Executive creates shall be considered “work made for hire “ hire” and shall, upon creation, be owned exclusively by the Company. 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 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 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 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 the Executive’s her obligations to the Company under this Agreement, the Executive shall not, either during the Term of this Agreement or thereafter, directly or indirectly, use for the Executive’s her own benefit or for the benefit of another, or disclose to another, any of such Intellectual Property.

Assignment of Rights to Intellectual Property. (i) The Executive shall will promptly and fully disclose, if the Executive has not done so already, all Intellectual Property disclose in confidence 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 Company all inventions, discoveries, ideas, processes, products, computer programs, works of authorship 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, conveys, and 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 right, 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 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. All copyrightable works know-how that the Executive creates shall be considered “work made for hire “ and shall, upon creation, be owned exclusively by the Company. The Executive represents that the attached Exhibit A contains a complete list of all inventions, copyrightable works, tangible materials, and other intellectual property that or any individual working with the Executive (either alone makes, conceives or jointly with others) conceivedreduces to practice, developed, discovered, created, or reduced to practice prior to 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 “Prior IPServices”) 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 patent and other intellectual property rights arising therefrom, collectively, “Developments”). The Prior IP is not assigned 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 under this Agreementat all times. All Developments will be the sole property of the Company. For purposes of the copyright laws of the United States, except all Developments will constitute works made for hire as applicable. The Executive hereby assigns and, to the extent that the Executive expressly assigns any such Prior IP assignment cannot be made at present, hereby agrees 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 assign to the Company, without further compensation, all right, title and thereforeinterest in and to all Developments. (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 agrees will execute and deliver, promptly as requested, patent and other applications and assignments therefor. The Executive will further reasonably assist the Company to use enforce any such patent rights and other rights, including testifying in any suit or proceeding. The Executive will perform the Executive’s best efforts and exercise utmost diligence to protect and safeguard obligations under this Section 3 without further compensation, except for reimbursement of expenses incurred at the Intellectual Property of the Company and its Affiliates, if any, Company’s request and, except as may be expressly required by with respect to any performance after the Company term of this Agreement or in connection with the Executive’s performance excess of the Executive’s obligations time commitment during the term of this Agreement, compensation at a reasonable rate for costs and expenses incurred by the Executive and time actually spent by the Executive 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 Executive’s physical or mental incapacity or for any other reason whatsoever, the Executive 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 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 Executive or in which the Executive has an interest, the Executive hereby grants, and to the extent any such grant cannot be made at the present, agrees to grant to the Company a non-exclusive, royalty-free, irrevocable, perpetual, transferable worldwide license, with the right to sublicense through multiple tiers, under this Agreementall intellectual property rights, the Executive shall notto make, either during the Term of this Agreement use, refrain from using, sell, offer for sale, import, modify, delete, add to, reproduce, create derivative works based upon, distribute, perform, display or thereafterotherwise exploit in any way, directly such proprietary information or indirectlyother intellectual property, use for the Executive’s own benefit in whole or for the benefit of anotherin part, by any means, now known or disclose to anotherlater developed, any of such Intellectual Property.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, if disclose and deliver to the Executive has not done so alreadyCompany, all Intellectual Property to the Company. Property, as hereafter defined. (b) The Executive hereby represents and warrants that all of the Products resulting from his work for the Company shall maintain adequate records (whether written, electronic, or otherwise) to document be original and shall not infringe the Intellectual Propertyrights of any third party, including without limitation the conception intellectual property rights, such as rights pertaining to patents, trademarks, copyrights 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. trade secrets. (c) The Executive hereby assigns, conveys, assigns and grants agrees in the future to assign to the Company (or as otherwise directed by the Company) his full right, title and interest in and to all Intellectual Property. The Executive agrees to provide, at the Company's request, all further cooperation which the Company determines is necessary or desirable to accomplish the complete transfer of the Intellectual Property and all associated rights to the Company, its successors, assigns and nominees, and agrees to assign, convey and grant to ensure the Company (the full enjoyment of the Intellectual Property, including without limitation executing further applications both domestic and 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 as otherwise directed other proper means, in support of any effort by the CompanyCompany 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) , all To the extent that the Executive cannot assign and transfer any of the Executive’s his full right, title, and interest in and to the Intellectual Property and any and all patents, patent applications, and copyrights relating to then the Intellectual Property. 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 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 obligationsany of his obligations under this Section 8. All copyrightable works that the Executive creates shall be considered “"work made for hire “ and shall, upon creation, be owned exclusively by the Company. 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 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 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 another, any of such Intellectual Propertyhire."

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose, if the Executive 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, conveys, and 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 his/her right, 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 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. All copyrightable works that the Executive creates shall be considered “"work made for hire “ and shall, upon creation, be owned exclusively by the Companyhire". 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 Executive’s employment with the Company 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 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 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 's performance of the Executive’s his/her obligations to the Company under this Agreement, the Executive shall not, either during the Term term of this Agreement or thereafter, directly or indirectly, use for the Executive’s his/her own benefit or for the benefit of another, or disclose to another, any of such Intellectual Property.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose, if the Executive 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, conveys, and 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 his right, 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 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. All copyrightable works that the Executive creates shall be considered “work made for hire “ and shall, upon creation, be owned exclusively by the Companyhire”. 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 Executive’s employment with the Company 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 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 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 expressly required by the Company in connection with the Executive’s performance of the Executive’s his obligations to the Company under this Agreement, the Executive shall not, either during the Term of this Agreement or thereafter, directly or indirectly, use for the Executive’s his own benefit or for the benefit of another, or disclose to another, any of such Intellectual Property.

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose, if the Executive 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, conveys, and 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 his right, 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 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. All copyrightable works that the Executive creates shall be considered “"work made for hire “ and shall, upon creation, be owned exclusively by the Company. 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 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 existshire". 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 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 expressly required by the Company in connection with the Executive’s 's performance of the Executive’s his obligations to the Company under this Agreement, the Executive shall not, either during the Term term of this Agreement or thereafter, directly or indirectly, use for the Executive’s his own benefit or for the benefit of another, or disclose to another, any of such Intellectual 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, if disclose and deliver to the Executive has not done so alreadyCompany, all Intellectual Property to the Company. Property, as hereafter defined. (b) The Executive hereby represents and warrants that all of the Products resulting from his work for the Company shall maintain adequate records (whether written, electronic, or otherwise) to document be original and shall not infringe the Intellectual Propertyrights of any third party, including without limitation the conception intellectual property rights, such as rights pertaining to patents, trademarks, copyrights 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. trade secrets. (c) The Executive hereby assigns, conveys, assigns and grants agrees in the future to assign to the Company (or as otherwise directed by the Company) his full right, title and interest in and to all Intellectual Property. The Executive agrees to provide, at the Company's request, all further cooperation which the Company determines is necessary or desirable to accomplish the complete transfer of the Intellectual Property and all associated rights to the Company, its successors, assigns and nominees, and agrees to assign, convey and grant to ensure the Company (the full enjoyment of the Intellectual Property, including without limitation executing further applications both domestic and 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 as otherwise directed other proper means, in support of any effort by the CompanyCompany 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) , all To the extent that the Executive cannot assign and transfer any of the Executive’s his full right, title, and interest in and to the Intellectual Property and any and all patents, patent applications, and copyrights relating to then the Intellectual Property. 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 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 obligationsany of his obligations under this Section 8. All copyrightable works constituting Intellectual Property that the Executive creates shall be considered “"work made for hire “ and shall, upon creation, be owned exclusively by the Company. 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 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 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 another, any of such Intellectual Propertyhire."

Assignment of Rights to Intellectual Property. The Executive Employee shall promptly and fully disclose, if the Executive has not done so already, disclose all Intellectual Property (as defined below) to the Company. The Executive shall maintain adequate records (whether written, electronic, or otherwise) Employee hereby assigns and agrees 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, conveys, and grants assign 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 ExecutiveEmployee’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 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. All copyrightable works that the Executive Employee creates shall be considered “work made for hire “ hire” and shall, upon creation, be owned exclusively by the Company. The Executive represents For the 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 A contains a complete list C to this Agreement regarding the Non-Disclosure Provision. For purposes of all this Agreement, “Intellectual Property” means inventions, copyrightable discoveries, developments, methods, processes, compositions, works, tangible materials, concepts and other intellectual property that the Executive ideas (either alone whether or jointly with othersnot patentable or copyrightable or constituting trade secrets) conceived, developed, discoveredmade, created, developed or reduced to practice prior 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 period of six (6) months immediately following termination of Employee’s employment that relate either to the Executive’s employment with the Company (the “Prior IP”). The Prior IP is not assigned Services or 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 any prospective activity of the Company against unauthorized disclosure and or any of its affiliates or that result from any work performed by Employee for the Company or any of its affiliates or that make use is of critical importance to Confidential Information or any of 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 equipment or facilities 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 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 another, any of such Intellectual Propertyits affiliates.

Assignment of Rights to Intellectual Property. The Executive Employee shall promptly and fully disclose, if the Executive has not done so already, disclose all Intellectual Property to the Company. The Executive shall maintain adequate records (whether written, electronic, or otherwise) Employee hereby assigns and agrees 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, conveys, and grants assign 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 ExecutiveEmployee’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 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 employing with these obligations. All copyrightable works that the Executive Employee creates shall be considered “work made for hire “ and shallhire”. 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 Employee develops on the Employee’s own time, upon creationwithout using the Company’s equipment, supplies, facilities or trade secret information, unless such invention relates at the time of conception or reduction to practice of the 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 owned exclusively by required to assign to the Company. The Executive represents that Employee hereby waives all claims to any moral rights or other special rights which the attached Exhibit A contains a complete list of all inventions, copyrightable works, tangible materials, and other intellectual property that the Executive (either alone Employee may have 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 accrue in connection with the Executive’s performance of the Executive’s obligations to the Company under this Agreement, the Executive 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 another, any of such Intellectual Property.