Common use of Assignment of Work Product Clause in Contracts

Assignment of Work Product. (i) If at any time during the Term or thereafter, Employee has made or shall make (either alone or with others, and whether before or after the date of this Agreement), conceive, create, discover, invent or reduce to practice any invention, design, development, improvement, process, software program, work of authorship, or technique, in whole or in part, or which results from any work which Employee may do for or at the request of the Company, whether or not conceived by Employee while on holiday, on vacation, or off the premises of the Company, whether or not patentable or registrable under copyright or similar laws (herein called “Developments”) that (a) relate to the business of the Company or any of the products or services being developed, manufactured or sold by the Company, or (b) result directly or indirectly from tasks assigned to Employee by the Company or (c) result from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and all rights and interests therein and all records relating to such Developments shall be the sole and absolute property of the Company. Employee shall promptly disclose to the Company each such Development and Employee shall deliver to the Company all records relating to each such Development. Employee hereby assigns any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee may have or acquire in the Developments to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees to, and does hereby, irrevocably, perpetually and unconditionally transfer and assign to the Company all right, title, and interest including copyright in and to such work without further compensation. (ii) Employee will, during the Term and at all times thereafter, at the request and cost of the Company, promptly sign all such assignments, applications and other documents, and take such other actions, as the Company and its duly authorized agents may reasonably require: (A) to evidence the Company’s ownership of any Development and to apply for, obtain, register and vest in the name of the Company, or renew, patents, copyrights, trademarks or other similar rights for any Development in any country throughout the world and (B) to initiate or defend any judicial, administrative or other proceedings in respect of such patents, copyrights, trademarks or other similar rights. (iii) In the event the Company is unable, after reasonable effort, to secure Employee’s signature for such purposes for any reason whatsoever, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agents and attorneys-in-fact, to act for and in Employee’s name, behalf and stead, to execute and file any such assignments, applications or other documents and to do all other lawfully permitted acts to further the obtaining and protection of such patents, copyright or trademark registrations or other rights with the same legal force and effect as if executed by Employee. (iv) Employee represents and warrants that (A) Employee does not have any pre-existing inventions that relate to the business of the Company and all inventions that Employee has made and owns the intellectual property rights to as of the Effective Date that relate to the business of the Company shall be considered Developments and are subject to the terms of Section 8(b) and (B) all Developments that Employee has developed or with respect to which Employee has been associated while employed by the Company are the sole property of the Company and that there are no other claims or ownership rights in such property with respect to any other party.

Assignment of Work Product. (i) If at any time during For the Term purposes of this Agreement, the term “Work Product” shall mean, collectively, all work product, information, inventions, original works of authorship, ideas, know-how, processes, designs, computer programs, photographs, illustrations, developments, trade secrets and discoveries, including improvements thereto, that the Executive conceives, creates, develops, makes, reduces to practice, or thereafterfixes in a tangible medium of expression, Employee has made or shall make (either alone or with others. During the Restricted Period, and whether before or after the date Executive agrees that the Executive shall promptly make full written disclosure to the Company of this Agreement)all Work Product conceived, conceivecreated, createdeveloped, discovermade, invent or reduce reduced to practice any invention, design, development, improvement, process, software program, work of authorshippractice, or technique, fixed in whole or in part, or which results from any work which Employee may do for or at a tangible medium of expression during the request period of the Company, whether or not conceived by Employee while on holiday, on vacation, or off the premises of Executive’s employment with the Company, whether or not patentable or registrable under copyright or similar laws (herein called “Developments”) that (a) relate . Executive hereby assigns and shall be deemed to the business of have assigned to the Company or any its designee, all of the products or services being developed, manufactured or sold by the Company, or (b) result directly or indirectly from tasks assigned to Employee by the Company or (c) result from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and all rights and interests therein and all records relating to such Developments shall be the sole and absolute property of the Company. Employee shall promptly disclose to the Company each such Development and Employee shall deliver to the Company all records relating to each such Development. Employee hereby assigns any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee may have or acquire in the Developments to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees to, and does hereby, irrevocably, perpetually and unconditionally transfer and assign to the Company all Executive’s right, title, and interest including copyright in and to such work without further compensation. (ii) Employee willany and all Work Product conceived, created, developed, made, reduced to practice, or fixed in a tangible medium of expression during the Term and at all times thereafterperiod of the Executive’s employment the Company that (a) relates in any manner to the previous, at the request and cost existing or contemplated business, work, or investigations of the Company; (b) is or was suggested by, promptly sign all such assignmentshas resulted or will result from, applications and other documents, and take such other actions, or has arisen or will arise out of any work that the Executive has done or may do for or on behalf of the Company; (c) has resulted or will result from or has arisen or will arise out of any materials or information that may have been disclosed or otherwise made available to the Executive as a result of duties assigned to the Company and its duly authorized agents may reasonably require: Executive by the Company; or (Ad) to evidence has been or will be otherwise made through the use of the Company’s ownership time, information, facilities, or materials, even if conceived, created, developed, made, reduced to practice, or fixed during other than working hours. The Executive further acknowledges that all original works of any Development and to apply for, obtain, register and vest authorship that have been or will be made or fixed in a tangible medium of expression by the Executive (solely or jointly with others) within the scope of the Executive’s employment with the Company that are protectable by copyright are “Works Made for Hire,” as that term is defined in the name United States Copyright Act. The Executive understands and agrees that the decision whether or not to commercialize or market any Work Product is within the Company’s sole discretion and for the Company’s sole benefit, and that no royalty will be due to the Executive as a result of the Company, ’s efforts to commercialize or renew, patents, copyrights, trademarks or other similar rights for any Development in any country throughout the world and (B) to initiate or defend any judicial, administrative or other proceedings in respect of such patents, copyrights, trademarks or other similar rights. (iii) In the event the Company is unable, after reasonable effort, to secure Employee’s signature for such purposes for any reason whatsoever, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agents and attorneys-in-fact, to act for and in Employee’s name, behalf and stead, to execute and file market any such assignments, applications or other documents and to do all other lawfully permitted acts to further the obtaining and protection of such patents, copyright or trademark registrations or other rights with the same legal force and effect as if executed by EmployeeWork Product. (iv) Employee represents and warrants that (A) Employee does not have any pre-existing inventions that relate to the business of the Company and all inventions that Employee has made and owns the intellectual property rights to as of the Effective Date that relate to the business of the Company shall be considered Developments and are subject to the terms of Section 8(b) and (B) all Developments that Employee has developed or with respect to which Employee has been associated while employed by the Company are the sole property of the Company and that there are no other claims or ownership rights in such property with respect to any other party.

Assignment of Work Product. (i) If at any time during the Term or thereafter, Employee has made or shall make (either alone or with others, and whether before or after the date of this Agreement), conceive, create, discover, invent or reduce to practice any invention, design, development, improvement, process, software program, work of authorship, or technique, in whole or in part, which is made, conceived, created, discovered, invented or reduced to practice during the period of time Employee is in the employ of the Company, or which results from any work which Employee may do for or at the request of the Company, whether or not conceived by Employee while off-duty, on holiday, on vacation, or off the premises of the Company, whether or not patentable or registrable under copyright or similar laws (herein called “Developments”) that (a) relate to the business of the Company or any of the products or services being developed, manufactured or sold by the Company, or (b) result directly or indirectly from tasks assigned to Employee by the Company Company, or (c) result from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and all rights and interests therein and all records relating to such Developments shall be the sole and absolute property of the Company. Employee shall promptly disclose to the Company each such Development and Employee shall deliver to the Company all records relating to each such Development. Employee hereby assigns any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee may have or acquire in the Developments to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees to, and does hereby, irrevocably, perpetually and unconditionally transfer and assign to the Company all right, title, and interest including copyright in and to such work without further compensation. (ii) Employee will, during the Term and at all times thereafter, at the request and cost of the Company, promptly sign all such assignments, applications and other documents, and take such other actions, as the Company and its duly authorized agents may reasonably require: (A) to evidence the Company’s ownership of any Development and to apply for, obtain, register and vest in the name of the Company, or renew, patents, copyrights, trademarks or other similar rights for any Development in any country throughout the world and (B) to initiate or defend any judicial, administrative or other proceedings in respect of such patents, copyrights, trademarks or other similar rights. (iii) In the event the Company is unable, after reasonable effort, to secure Employee’s signature for such purposes for any reason whatsoever, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agents and attorneys-in-fact, to act for and in Employee’s name, behalf and stead, to execute and file any such assignments, applications or other documents and to do all other lawfully permitted acts to further the obtaining and protection of such patents, copyright or trademark registrations or other rights with the same legal force and effect as if executed by Employee. (iv) Employee represents and warrants that (A) Employee does not have any pre-existing inventions that relate to the business of the Company except as set forth on Exhibit B attached hereto (and, to the extent I currently work in California, those which are subject to California Labor Code Section 2870 attached hereto as Exhibit C), and all other inventions that Employee has made and owns the intellectual property rights to as of the Effective Date that relate to the business of the Company shall be considered Developments and are subject to the terms of Section 8(b) and (B) all Developments that Employee has developed or with respect to which Employee has been associated while employed by the Company are the sole property of the Company and that there are no other claims or ownership rights in such property with respect to any other party.

Assignment of Work Product. (i) If at any time during the Term time of Employment or thereafter, Employee has made or shall make (either alone or with others, and whether before or after the date of this Agreement), conceive, create, discover, invent or reduce to practice any invention, design, development, improvement, process, software program, work of authorship, or technique, in whole or in part, or which results from any work which Employee may do for or at the request of the Company, whether or not conceived by Employee while on holiday, on vacation, or off the premises of the Company, whether or not patentable or registrable under copyright or similar laws (herein called “Developments”) that (a) relate to the business of the Company or any of the products or services being developed, manufactured or sold by the Company, or (b) result directly or indirectly from tasks assigned to Employee by the Company or (c) result from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and all rights and interests therein and all records relating to such Developments shall be the sole and absolute property of the Company. Employee shall promptly disclose to the Company each such Development and Employee shall deliver to the Company all records relating to each such Development. Employee hereby assigns any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee may have or acquire in the Developments to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees to, and does hereby, irrevocably, perpetually and unconditionally transfer and assign to the Company all right, title, and interest including copyright in and to such work without further compensation. (ii) Employee will, during the Term time of Employment and at all times thereafter, at the request and cost of the Company, promptly sign all such assignments, applications and other documents, and take such other actions, as the Company and its duly authorized agents may reasonably require: (A) to evidence the Company’s ownership of any Development and to apply for, obtain, register and vest in the name of the Company, or renew, patents, copyrights, trademarks or other similar rights for any Development in any country throughout the world and (B) to initiate or defend any judicial, administrative or other proceedings in respect of such patents, copyrights, trademarks or other similar rights. (iii) In the event the Company is unable, after reasonable effort, to secure Employee’s signature for such purposes for any reason whatsoever, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agents and attorneys-in-fact, to act for and in Employee’s name, behalf and stead, to execute and file any such assignments, applications or other documents and to do all other lawfully permitted acts to further the obtaining and protection of such patents, copyright or trademark registrations or other rights with the same legal force and effect as if executed by Employee. (iv) Employee represents and warrants that (A) Employee does not have any pre-existing inventions that relate to the business of the Company and all inventions that Employee has made and owns the intellectual property rights to as of the Effective Date that relate to the business of the Company shall be considered Developments and are subject to the terms of Section 8(b6(b) and (B) all Developments that Employee has developed or with respect to which Employee has been associated while employed by the Company are the sole property of the Company and that there are no other claims or ownership rights in such property with respect to any other party.

Assignment of Work Product. (ia) If at The Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any time during Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Term Company Group’s actual or thereafteranticipated business, Employee has research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or shall make reduced to practice by the Executive (either whether alone or jointly with others) while employed by the Company Group, and whether before or after the date of this AgreementAgreement (“Work Product”), conceivebelong to the applicable member of the Company Group. The Executive shall promptly disclose such Work Product to the Company and at the Company’s expense, createperform all actions reasonably requested by the Company (whether during or after the Executive’s employment with the Company Group) to establish and confirm such ownership (including assignments, discoverconsents, invent powers of attorney and other instruments). The Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended, and that the Company Group, shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” the Executive hereby assigns and agrees to assign to the Company in perpetuity and throughout the world, all right, title and interest, including a copyright, in and to such copyrightable work. The foregoing provisions of this Section 12 shall not apply to any invention that the Executive developed entirely on the Executive’s own time without using the Company Group’s equipment, supplies, facilities or reduce trade secret information, except for those inventions that (i) relate to practice any invention, design, the Company Group’s business or actual or demonstrably anticipated research or development, improvement, process, software program, work of authorship, or technique, in whole or in part, or which results (ii) result from any work which Employee may do performed by Executive for or at the request of Company Group. (b) The Executive agrees to execute, immediately upon the Company’s reasonable request and without any additional compensation, any further assignments, applications, conveyances or other instruments, at any time after execution of this Agreement, whether or not conceived the Executive remains employed by Employee while on holidaythe Company at the time such request is made, on vacation, or off in order to permit the premises of the Company, whether or not patentable or registrable under copyright or similar laws (herein called “Developments”) that (a) relate to the business members of the Company Group and/or their respective successors or any of the products or services being developedassigns to protect, manufactured or sold by the Companyperfect, register, record, maintain, or (b) result directly or indirectly from tasks assigned to Employee by enhance their rights in any Intellectual Property; provided, however, that the Company or (c) result from shall bear the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and all rights and interests therein and all records relating to such Developments shall be the sole and absolute property of the Company. Employee shall promptly disclose to the Company each such Development and Employee shall deliver to the Company all records relating to each such Development. Employee hereby assigns any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee may have or acquire in the Developments to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees to, and does hereby, irrevocably, perpetually and unconditionally transfer and assign to the Company all right, title, and interest including copyright in and to such work without further compensation. (ii) Employee will, during the Term and at all times thereafter, at the request and cost of the Company, promptly sign all such assignments, applications and other documents, and take such other actions, as the Company and its duly authorized agents may reasonably require: (A) to evidence the Company’s ownership of any Development and to apply for, obtain, register and vest in the name of the Company, or renew, patents, copyrights, trademarks or other similar rights for any Development in any country throughout the world and (B) to initiate or defend any judicial, administrative or other proceedings in respect of such patents, copyrights, trademarks or other similar rights. (iii) In the event the Company is unable, after reasonable effort, to secure Employee’s signature for such purposes for any reason whatsoever, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agents and attorneys-in-fact, to act for and in Employee’s name, behalf and stead, to execute and file any such assignments, applications applications, or other documents and to do all other lawfully permitted acts to further the obtaining and protection of such patents, copyright or trademark registrations or other rights with the same legal force and effect as if executed by Employeeconsequences. (iv) Employee represents and warrants that (A) Employee does not have any pre-existing inventions that relate to the business of the Company and all inventions that Employee has made and owns the intellectual property rights to as of the Effective Date that relate to the business of the Company shall be considered Developments and are subject to the terms of Section 8(b) and (B) all Developments that Employee has developed or with respect to which Employee has been associated while employed by the Company are the sole property of the Company and that there are no other claims or ownership rights in such property with respect to any other party.

Assignment of Work Product. (i) If at any time during Employee’s employment with the Term or thereafterCompany, Employee has made or shall make (either alone or with others, and whether before or after the date of this Agreement)) make, conceive, create, discover, invent or reduce to practice any invention, design, development, improvement, process, software program, work of authorship, or technique, in whole or in part, or which results from any work which Employee may do for or at the request of the Company, whether or not conceived by Employee while on holiday, on vacation, or off the premises of the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after Employee’s termination, whether or not patentable or registrable under copyright or similar laws statutes (herein called “Developments”) that (a) relate relates to the business of the Company or any of the products or services being developed, manufactured or sold by the Company, or (b) result results directly or indirectly from tasks assigned to Employee by the Company or (c) result results from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and all rights and interests therein and all records relating to such Developments shall be the sole and absolute property of the Company. Employee shall promptly disclose to the Company each such Development and Employee shall deliver to the Company all records relating to each such Development. Employee hereby assigns any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee may have or acquire in the Developments to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees to, and does do hereby, irrevocably, perpetually and unconditionally transfer and assign to the Company all right, title, and interest including copyright in and to such work without further compensation. (ii) Employee will, during Employee’s employment with the Term Company and at all times any time thereafter, at the request and cost of the Company, promptly sign all such assignments, applications and other documents, and take such other actions, as the Company and its duly authorized agents may reasonably require: (A) to evidence the Company’s ownership of any Development and to apply for, obtain, register and vest in the name of the Company, or renew, patents, copyrights, trademarks or other similar rights protection for any Development in any country throughout the world and (B) to initiate or defend any judicial, administrative or other proceedings in respect of such patents, copyrights, trademarks or other similar rights. (iii) In the event the Company is unable, after reasonable effort, to secure Employee’s signature for such purposes for any reason whatsoever, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agents and attorneys-in-fact, to act for and in Employee’s name, behalf and stead, to execute and file any such assignments, applications or other documents and to do all other lawfully permitted acts to further the obtaining and protection of such patents, copyright or trademark registrations or other rights with the same legal force and effect as if executed by Employee. (iv) Employee represents and warrants that (A) Employee does not have any pre-existing inventions that relate to the business of the Company and all inventions that Employee has made and owns own the intellectual property rights to as of the Effective Date that relate to the business of the Company shall be considered Developments and are subject to the terms of Section 8(b8(d) and (B) all Developments that Employee has developed or with respect to which Employee has been associated while employed by the Company are the sole property of the Company and that there are no other claims or ownership rights in such property with respect to any other party.

Assignment of Work Product. (i) If at any time during your employment with the Term or thereafterCompany, Employee has made you have or shall make (either alone or with others, and whether before or after the date of this Agreement)) make, conceive, create, discover, invent or reduce to practice any invention, design, development, improvement, process, software program, work of authorship, or technique, in whole or in part, or which results from any work which Employee you may do for or at the request of the Company, whether or not conceived by Employee you while on holiday, on vacation, or off the premises of the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after your termination date, whether or not patentable or registrable under copyright or similar laws statutes (herein called “Developments”) that (a) relate relates to the business of the Company or any of the products or services being developed, manufactured or sold by the Company, or (b) result results directly or indirectly from tasks assigned to Employee you by the Company or (c) result results from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and all rights and interests therein and all records relating to such Developments shall be the sole and absolute property of the Company. Employee You shall promptly disclose to the Company each such Development and Employee you shall deliver to the Company all records relating to each such Development. Employee You hereby assigns assign any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee you may have or acquire in the Developments to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees you agree to, and does do hereby, irrevocably, perpetually and unconditionally transfer and assign to the Company all right, title, and interest including copyright in and to such work without further compensation. (ii) Employee You will, during your employment with the Term Company and at all times any time thereafter, at the request and cost of the Company, promptly sign all such assignments, applications and other documents, and take such other actions, as the Company and its duly authorized agents may reasonably require: (A) to evidence the Company’s ownership of any Development and to apply for, obtain, register and vest in the name of the Company, or renew, patents, copyrights, trademarks or other similar rights protection for any Development in any country throughout the world and (B) to initiate or defend any judicial, administrative or other proceedings in respect of such patents, copyrights, trademarks or other similar rights. (iii) In the event the Company is unable, after reasonable effort, to secure Employee’s your signature for such purposes for any reason whatsoever, Employee you hereby irrevocably designates designate and appoints appoint the Company and its duly authorized officers and agents as Employee’s your agents and attorneys-in-fact, to act for and in Employee’s your name, behalf and steadxxxxx, to execute and file any such assignments, applications or other documents and to do all other lawfully permitted acts to further the obtaining and protection of such patents, copyright or trademark registrations or other rights with the same legal force and effect as if executed by Employeeyou. (iv) Employee represents You represent and warrants warrant that (A) Employee does you do not have any pre-existing inventions that relate to the business of the Company or DRG and all inventions that Employee has you have made and owns own the intellectual property rights to as of the Effective Date that relate to the business of the Company or DRG shall be considered Developments and are subject to the terms of Section 8(b8(d) and (B) all Developments that Employee has you have developed or with respect to which Employee has you have been associated while employed by the Company are the sole property of the Company and that there are no other claims or ownership rights in such property with respect to any other party.

Assignment of Work Product. (i) If at any time during The Executive further undertakes that he will promptly make full written disclosure to the Term or thereafterCorporation, Employee has made or shall make (either alone or with otherswill hold in trust for the sole right and benefit of the Corporation, and whether before to the extent the Corporation is not the owner thereof, hereby assigns to the Corporation, or after its designee, all of the date Executive’s right, title, and interest in and to any and all inventions, works of this Agreementauthorship (including without limitation, any artistic or literary works), conceivedevelopments, createimprovements, discoverdesigns, invent discoveries, trademarks or reduce to practice any invention, design, development, improvement, process, software program, work of authorshiptrade secrets, or technique, in whole other business or in part, or which results from any work which Employee may do for or at the request of the Company, whether or not conceived by Employee while on holiday, on vacation, or off the premises of the Companytechnical information, whether or not patentable or registrable under patent, copyright or similar laws (herein called “Developments”) laws, that (a) relate the Executive had previously solely or jointly conceived or developed or created or reduced to the business of the Company or any of the products or services being developed, manufactured or sold by the Companypractice, or (b) result directly may solely or indirectly from tasks assigned jointly conceive or develop or create or reduce to Employee by practice, or cause to be conceived or developed or created or reduced to practice, in the Company course of his employment with the Corporation, or (c) result from with the use of premises the equipment, supplies, facilities, Confidential Information or property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and all rights and interests therein and all records relating to such Developments shall be the sole and absolute intellectual property of the CompanyCorporation (collectively referred to as “Work Product”). Employee shall promptly disclose The Executive understands and agrees that the decision whether or not to commercialize or market any Work Product is within the Corporation’s sole discretion and for the Corporation’s sole benefit and that no royalty or other consideration will be due to the Company each Executive as a result of the Corporation’s efforts to commercialize or market any such Development and Employee shall deliver to Work Product. The Executive hereby irrevocably waives, in favour of the Company Corporation, all records relating to each such Development. Employee hereby assigns any moral rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee the Executive may have now or acquire in the Developments to future in the Company, without further compensationWork Product. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be The Work Product is deemed to be a work made for hire, Employee agrees to, and does hereby, irrevocably, perpetually and unconditionally transfer and assign to Confidential Information. The Executive further represents that his Work Product shall not infringe the Company all right, title, and interest including copyright in and to such work without further compensation. (ii) Employee will, during the Term and at all times thereafter, at the request and cost of the Company, promptly sign all such assignments, applications and other documents, and take such other actions, as the Company and its duly authorized agents may reasonably require: (A) to evidence the Company’s ownership of any Development and to apply for, obtain, register and vest in the name of the Company, or renew, patents, copyrights, trademarks or other similar intellectual property rights for any Development in any country throughout the world and (B) to initiate or defend any judicial, administrative or other proceedings in respect of such patents, copyrights, trademarks or other similar rights. (iii) In the event the Company is unable, after reasonable effort, to secure Employee’s signature for such purposes for any reason whatsoever, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agents and attorneys-in-fact, to act for and in Employee’s name, behalf and stead, to execute and file any such assignments, applications or other documents and to do all other lawfully permitted acts to further the obtaining and protection of such patents, copyright or trademark registrations or other rights with of any third party (provided always that the same legal force Executive makes no promise, representation or warranty about and effect as if executed have no liability for any materials provided by Employee. (iv) Employee the Corporation to him or infringement that results from instructions that the Corporation gives to him). The Executive hereby represents and warrants that (A) Employee does not have any pre-existing inventions that relate he has disclosed to the business Corporation any prior developments and original works of the Company and all inventions that Employee has made and owns the intellectual property rights to as of authorship held by him on the Effective Date that relate as outlined in Schedule “B” attached to the business of the Company shall be considered Developments and are subject to the terms of Section 8(b) and (B) all Developments that Employee has developed or with respect to which Employee has been associated while employed by the Company are the sole property of the Company and that there are no other claims or ownership rights in such property with respect to any other partythis Agreement.

Assignment of Work Product. (i) If at any time during the Term time of Employment or thereafter, Employee has made or shall make (either alone or with others, and whether before or after the date of this Agreement), conceive, create, discover, invent or reduce to practice any invention, design, development, improvement, process, software program, work of authorship, or technique, in whole or in part, or part which results from any work which Employee may do for or at the request of the Company, whether or not conceived by Employee while on holiday, on vacation, or off the premises of the Company, whether or not patentable or registrable under copyright or similar laws (herein called “Developments”) that (a) relate to the business of the Company or any of the products or services being developed, manufactured or sold by the Company, or (b) result directly or indirectly from tasks assigned to Employee by the Company or (c) result from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and all rights and interests therein and all records relating to such Developments shall be the sole and absolute property of the Company. Employee shall promptly disclose to the Company each such Development and Employee shall deliver to the Company all records relating to each such Development. Employee hereby assigns any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee may have or acquire in the Developments to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees to, and does hereby, irrevocably, perpetually and unconditionally transfer and assign to the Company all right, title, and interest including copyright in and to such work without further compensation. (ii) Employee will, during the Term time of Employment and at all times thereafter, at the request and cost of the Company, promptly sign all such assignments, applications and other documents, and take such other actions, as the Company and its duly authorized agents may reasonably require: (A) to evidence the Company’s ownership of any Development and to apply for, obtain, register and vest in the name of the Company, or renew, patents, copyrights, trademarks or other similar rights for any Development in any country throughout the world and (B) to initiate or defend any judicial, administrative or other proceedings in respect of such patents, copyrights, trademarks or other similar rights. (iii) In the event the Company is unable, after reasonable effort, to secure Employee’s signature for such purposes for any reason whatsoever, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agents and attorneys-in-fact, to act for and in Employee’s name, behalf and stead, to execute and file any such assignments, applications or other documents and to do all other lawfully permitted acts to further the obtaining and protection of such patents, copyright or trademark registrations or other rights with the same legal force and effect as if executed by Employee. (iv) Employee represents and warrants that (A) Employee does not have any pre-existing inventions that relate to the business of the Company and all inventions that Employee has made and owns the intellectual property rights to as of the Effective Date that relate to the business of the Company shall be considered Developments and are subject to the terms of Section 8(b6(b) and (B) all Developments that Employee has developed or with respect to which Employee has been associated while employed by the Company are the sole property of the Company and that there are no other claims or ownership rights in such property with respect to any other party.

Assignment of Work Product. The Executive acknowledges that all patents, patent applications, inventions, improvements, know-how, concepts, writings, original works of authorship, original pictorial, graphic or other art work, processes, methods and ideas (iwhether copyrightable, patentable or otherwise) If at any time during made, generated, conceived, written or reduced to practice by the Term or thereafterExecutive, Employee has made or shall make (either alone or in conjunction with others, and during or outside working hours (whether before or after the date of this Agreement), conceive, create, discover, invent or reduce to practice any invention, design, development, improvement, process, software program, work of authorship, or technique, in whole or in part, or which results from any work which Employee may do for or not at the request or upon the suggestion of the Company or its Affiliates), during the period during which the Executive is providing services to the Company, whether relating to the current or not conceived by Employee while on holidayproposed products, on vacation, services or off the premises other business activities of the Company, whether Company or not patentable its customers or registrable under copyright directly or similar laws (herein called “Developments”) that (a) relate indirectly relating to the business of the Company or its Affiliates or using any of the products their equipment or services being developedfacilities (collectively, manufactured the “Work Product”) shall be disclosed to the Company promptly on no less than a quarterly basis and upon request from time to time. For the avoidance of doubt, the Company acknowledges that the patents or sold other similar items disclosed by the Company, or Executive under Exhibit 4 shall not constitute Work Product for purposes of this Agreement. (bi) result directly or indirectly from tasks assigned to Employee by the Company or (c) result from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments The Executive agrees that any and all rights and interests therein and all records relating to such Developments Work Product shall be the sole and absolute exclusive property of the Company. Employee shall promptly disclose Company and hereby irrevocably and unconditionally, to the Company each such Development and Employee shall deliver to the Company all records relating to each such Development. Employee hereby fullest extent permitted by law, assigns any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee may have or acquire in the Developments to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees to, and does hereby, irrevocably, perpetually and unconditionally transfer and assign to the Company all right, title, title and interest (including copyright without limitation all intellectual property rights) in and to such work without all Work Products. The Executive further compensationacknowledges that all Work Products which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. (ii) Employee willThe Executive will assist the Company or its Affiliates in executing, during acknowledging and delivering all papers and documents, doing all things and supplying all information, that the Term Company may deem necessary or desirable to transfer or record the transfer of the Executive’s entire right, title and at all times thereafter, at the request and cost of interest in Work Products to the Company, promptly sign all such assignments, applications and other documents, and take such other actions, as to enable the Company and its duly authorized agents may reasonably require: (A) to evidence the Company’s ownership of any Development and to apply for, obtain, register and vest in the name of the Company, or renew, patents, copyrights, trademarks or other similar rights for any Development in any country throughout the world and (B) to initiate or defend any judicial, administrative or other proceedings in respect of such patents, copyrights, trademarks or other similar rights. (iii) In the event the Company is unable, after reasonable effort, to secure Employee’s signature for such purposes for any reason whatsoever, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agents and attorneys-in-fact, to act for and in Employee’s name, behalf and stead, to execute and file any such assignments, applications or other documents and to do all other lawfully permitted acts to further the obtaining and protection of such patentsobtain patent, copyright or trademark registrations or other rights with protection for Work Products anywhere in the same legal force and effect as if executed by Employee. (iv) Employee represents and warrants world, during the period that (A) Employee does not have any pre-existing inventions that relate he is providing services to the business Company. The obligations of the Executive hereunder shall continue beyond the termination of the Executive’s services for the Company with respect to Work Products conceived or made by the Executive during the period he provides services to the Company and all inventions that Employee has made and owns the intellectual property rights to as of the Effective Date that relate to the business of the Company shall be considered Developments binding upon the Executive’s executors, heirs, assigns, administrators and are subject to the terms of Section 8(b) and (B) all Developments that Employee has developed or with respect to which Employee has been associated while employed by the Company are the sole property of the Company and that there are no other claims or ownership rights in such property with respect to any other partylegal representatives.

Assignment of Work Product. (i) If at any time during the Term time of Employment or thereafter, Employee has made or shall make (either alone or with others, and whether before or after the date of this Agreement), conceive, create, discover, invent or reduce to practice any invention, design, development, improvement, process, software program, work of authorship, or technique, in whole or in part, or which results from any work which Employee may do for or at the request of the Company, whether or not conceived by Employee while on holiday, on vacation, or off the premises of the Company, whether or not patentable or registrable under copyright or similar laws (herein called “Developments”) that (a) relate to the business of the Company or any of the products or services being developed, manufactured or sold by the Company, or (b) result directly or indirectly from tasks assigned to Employee by the Company or (c) result from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and all rights and interests therein and all records relating to such Developments shall be the sole and absolute property of the Company. Employee shall promptly disclose to the Company each such Development and Employee shall deliver to the Company all records relating to each such Development. Employee hereby assigns any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee may have or acquire in the Developments to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees to, and does hereby, irrevocably, perpetually and unconditionally transfer and assign to the Company all right, title, and interest including copyright in and to such work without further compensation. Notwithstanding the foregoing, the provision does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on the Employee's own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the Employee for the Company. (ii) Employee will, during the Term time of Employment and at all times thereafter, at the request and cost of the Company, promptly sign all such assignments, applications and other documents, and take such other actions, as the Company and its duly authorized agents may reasonably require: (A) to evidence the Company’s ownership of any Development and to apply for, obtain, register and vest in the name of the Company, or renew, patents, copyrights, trademarks or other similar rights for any Development in any country throughout the world and (B) to initiate or defend any judicial, administrative or other proceedings in respect of such patents, copyrights, trademarks or other similar rights. (iii) In the event the Company is unable, after reasonable effort, to secure Employee’s signature for such purposes for any reason whatsoever, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agents and attorneys-in-fact, to act for and in Employee’s name, behalf and stead, to execute and file any such assignments, applications or other documents and to do all other lawfully permitted acts to further the obtaining and protection of such patents, copyright or trademark registrations or other rights with the same legal force and effect as if executed by Employee. (iv) Employee represents and warrants that (A) Employee does not have any pre-existing inventions that relate to the business of the Company and all inventions that Employee has made and owns the intellectual property rights to as of the Effective Date that relate to the business of the Company shall be considered Developments and are subject to the terms of Section 8(b6(b) and (B) all Developments that Employee has developed or with respect to which Employee has been associated while employed by the Company are the sole property of the Company and that there are no other claims or ownership rights in such property with respect to any other party.

Assignment of Work Product. (i) If at any time during your employment with the Term or thereafterCompany, Employee has made you have or shall make (either alone or with others, and whether before or after the date of this Agreement)) make, conceive, create, discover, invent or reduce to practice any invention, design, development, improvement, process, software program, work of authorship, or technique, in whole or in part, or which results from any work which Employee you may do for or at the request of the Company, whether or not conceived by Employee you while on holiday, on vacation, or off the premises of the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after your termination date, whether or not patentable or registrable under copyright or similar laws statutes (herein called “Developments”) that (a) relate relates to the business of the Company or any of the products or services being developed, manufactured or sold by the Company, or (b) result results directly or indirectly from tasks assigned to Employee you by the Company or (c) result results from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and all rights and interests therein and all records relating to such Developments shall be the sole and absolute property of the Company. Employee You shall promptly disclose to the Company each such Development and Employee you shall deliver to the Company all records relating to each such Development. Employee You hereby assigns assign any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee you may have or acquire in the Developments to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees you agree to, and does do hereby, irrevocably, perpetually and unconditionally transfer and assign to the Company all right, title, and interest including copyright in and to such work without further compensation. (ii) Employee You will, during your employment with the Term Company and at all times any time thereafter, at the request and cost of the Company, promptly sign all such assignments, applications and other documents, and take such other actions, as the Company and its duly authorized agents may reasonably require: (A) to evidence the Company’s ownership of any Development and to apply for, obtain, register and vest in the name of the Company, or renew, patents, copyrights, trademarks or other similar rights protection for any Development in any country throughout the world and (B) to initiate or defend any judicial, administrative or other proceedings in respect of such patents, copyrights, trademarks or other similar rights. (iii) In the event the Company is unable, after reasonable effort, to secure Employee’s your signature for such purposes for any reason whatsoever, Employee you hereby irrevocably designates designate and appoints appoint the Company and its duly authorized officers and agents as Employee’s your agents and attorneys-in-fact, to act for and in Employee’s your name, behalf and steadxxxxx, to execute and file any such assignments, applications or other documents and to do all other lawfully permitted acts to further the obtaining and protection of such patents, copyright or trademark registrations or other rights with the same legal force and effect as if executed by Employeeyou. (iv) Employee represents You represent and warrants warrant that (A) Employee does you do not have any pre-existing inventions that relate to the business of the Company and all inventions that Employee has you have made and owns own the intellectual property rights to as of the Effective Date that relate to the business of the Company shall be considered Developments and are subject to the terms of Section 8(b8(d) and (B) all Developments that Employee has you have developed or with respect to which Employee has you have been associated while employed by the Company are the sole property of the Company and that there are no other claims or ownership rights in such property with respect to any other party.

Assignment of Work Product. (ia) If at any time during the Term or thereafterperformance of the Services for the Company, Employee the Consultant has made or shall make (either alone or with others, and whether before or after the date of this Agreement)) make, conceive, create, discover, invent or reduce to practice any invention, design, development, improvement, process, software program, work of authorship, or technique, in whole or in part, or which results from any work which Employee he may do for or at the request of the Company, whether or not conceived by Employee him while on holiday, on vacation, or off the premises of the Company, including such of the foregoing items conceived during the course of his consultancy which are developed or perfected after his termination date, whether or not patentable or registrable under copyright or similar laws statutes (herein called “Developments”) that (ai) relate relates to the business of the Company or any of the products or services being developed, manufactured or sold by the Company, or (bii) result results directly or indirectly from tasks assigned to Employee him by the Company or (ciii) result results from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company, the Consultant shall promptly disclose to the Company each such Developments Development and the Company shall have a first right of refusal on whether it wants such Development and all rights and interests therein (the “Right of First Refusal”). The Company may exercise this right by (i) confirming its interests in the Development in writing to the Consultant within 90 days of Consultant presenting such Development to Company and (ii) including a plan to implement the Development within a fixed time frame (the “Development Plan”). (b) If the Company exercises its right of first refusal then all records relating to such Developments shall be the sole and absolute property of the Company. Employee shall promptly disclose to At such time, the Company each such Development and Employee Consultant shall deliver to the Company all records relating to each such Development. Employee hereby assigns ; and will assign any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee the Consultant may have or acquire in the Developments to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship to which the Company has exercised the Right of First Refusal may not be deemed to be a work made for hire, Employee the Consultant agrees to, and does hereby, to irrevocably, perpetually and unconditionally transfer and assign to the Company all right, title, and interest including copyright in and to such work without further compensation. (iic) Employee With respect to any Development for which the Company has exercised its Right of First Refusal, the Consultant will, during the Term and at all times any time thereafter, at the request and cost of the Company, promptly sign all such assignments, applications and other documents, and take such other actions, as the Company and its duly authorized agents may reasonably require: (Ai) to evidence the Company’s ownership of any Development and to apply for, obtain, register and vest in the name of the Company, or renew, patents, copyrights, trademarks or other similar rights protection for any Development in any country throughout the world and (Bii) to initiate or defend any judicial, administrative or other proceedings in respect of such patents, copyrights, trademarks or other similar rights. (iiid) In the event the Company is unable, after reasonable effort, to secure Employeethe Consultant’s signature for such purposes for any reason whatsoever, Employee the Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s his agents and attorneys-in-fact, to act for and in Employee’s his name, behalf and steadxxxxx, to execute and file any such assignments, applications or other documents and to do all other lawfully permitted acts to further the obtaining and protection of such patents, copyright or trademark registrations or other rights with the same legal force and effect as if executed by Employeethe Consultant. (ive) Employee represents and warrants that (A) Employee If Company declines interest, does not have any pre-existing inventions that relate wish to pursue the Developments, or does not respond in writing to Consultant within the 90 day refusal period, then such Developments shall be the sole and absolute property of Consultant. If the Company fails within 6 months from the date it delivers a Development Plan to the business Consultant to implement any part of the Company and such plan then all inventions that Employee has made and owns the intellectual property rights to as of the Effective Date that relate to the business of the Company shall be considered Developments and are subject to the terms of Section 8(b) and (B) all Developments that Employee has developed or with respect to which Employee has been associated while employed by the Company are the sole property of the Company and that there are no other claims or ownership rights in such property with respect Development shall revert to any other partythe Consultant.

Assignment of Work Product. (i) If at Any and all right of interest that you may develop in any time during the Term or thereafterdesigns, Employee has made or shall make (either alone or with othersinventions, and whether before or after the date original works of this Agreement)authorship, conceiveinnovations, createimprovements, discoverdevelopments, invent or reduce to practice any inventionmodifications, designknow-how, development, improvementtechnology, process, software programmanagement reports, work of authorshipinternal reports and memoranda, customer lists, marketing plans or technique, in whole or in part, or which results from any work which Employee may do for or at the request of the Company, whether or not conceived by Employee while on holiday, on vacation, or off the premises of the Companypricing policies, whether or not patentable ("Employee Work Product"), that you conceived, reduced to practice, devised, developed, or registrable under copyright incorporated in Company products or similar laws (herein called “Developments”) that (a) services, either alone or jointly, or to which you otherwise contributed during the term of your employment, insofar as it may directly or indirectly relate to the business or arise out of employment with the Company or any of the products or services being developed, manufactured or sold by the Company, or (b) result directly or indirectly from tasks assigned to Employee by the Company or (c) result from the use of premises or property Company resources (whether tangible or intangible"Company Work Product") ownedare the sole, leased or contracted for by the Company, such Developments absolute and all rights and interests therein and all records relating to such Developments shall be the sole and absolute exclusive property of the Company. Employee shall , and you will promptly disclose to the make a complete disclosure of all Company each such Development and Employee shall deliver to the Company all records relating to each such Development. Employee hereby assigns any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee may have or acquire in the Developments Work Product to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees to, and does hereby, irrevocably, perpetually and unconditionally transfer and You hereby assign to the Company all right, title, and interest including copyright rights in and to such work without further compensationall Company Work Product. (ii) Employee willYou expressly acknowledge and agree that you have disclosed to the Company in writing prior to signing this agreement any and all designs, during inventions, original works of authorship, innovations, improvements, developments, modifications, know-how, technology, process, management reports, internal reports and memoranda, customer lists, marketing plans or pricing policies which may be similar to or conceivably could be used in or in relation to Company products or services (collectively "Intellectual Property"). The Company acknowledges that you are the Term and at all times thereafter, at the request and cost holder of the Company, promptly sign all such assignments, applications and other documents, and take such other actions, as certain inventions which are not assigned to the Company and its duly authorized agents may reasonably require: which remain solely your property, including but not limited to any thereof held by Convergence, Inc., a Vermont corporation owned by you. (A) You agree that you will not incorporate into any work performed for the Company any such Intellectual Property without the express written permission of OneSoft, and, with respect to evidence any Intellectual Property that is incorporated into any work performed for the Company with the Company’s ownership of any Development and 's express written permission, you hereby grant to apply forthe Company a royalty-free, obtain, register and vest in the name of the Company, or renew, patents, copyrights, trademarks or other similar rights for any Development in any country irrevocable license throughout the world to use, disclose, publish, translate, reproduce, deliver, perform, dispose of, and to authorize others so to do, all such Intellectual Property. (B) With respect to initiate any Intellectual Property which you have not disclosed to the Company pursuant to this Section 5(c)(ii) but which is incorporated into Company products or defend any judicialservices or brought to the Company for use in the Company products or services or which you have disclosed to the Company but incorporated into work performed for the Company without the Company's express written permission, administrative or other proceedings you hereby assign to the Company all rights in respect of all such patents, copyrights, trademarks or other similar rightsIntellectual Property in accordance with Section 5(c)(i). (iii) In At the event request and expense of the Company is unablebut without charge to the Company, after reasonable effortyou will do all acts and things as may be necessary to confirm and vest the entire right, to secure Employee’s signature for such purposes for any reason whatsoever, Employee hereby irrevocably designates title and appoints interest in the Company Work Product in the Company and its duly authorized officers to secure to the Company full protection of the same, including without limitation, the execution and agents as Employee’s agents and attorneys-in-fact, to act for and in Employee’s name, behalf and stead, to execute and file any such delivery of assignments, patent applications or and other documents and to do all other lawfully permitted acts to further the obtaining and protection of such patentsor papers, copyright or trademark registrations or other rights whether during your employment with the same legal force Company or any time after termination of employment. In order to confirm the Company's rights, you also will assign to the Company any and effect as if executed all copyrights and reproduction rights to any written material prepared by Employeeyou in connection with your employment. (iv) Except as specified in Section 5(c)(ii) and/or materials in the public domain, all Employee represents and warrants that (A) Employee does not have any pre-existing inventions that relate Work Product furnished by you to the business of the Company will be Company Work Product and all inventions that Employee has made and owns the intellectual property rights to as of the Effective Date that relate will not to the business best of the Company shall be considered Developments and are subject to the terms your knowledge or belief violate or infringe upon any right, patent, copyright, trademark or right of Section 8(b) and (B) all Developments that Employee has developed privacy, or with respect to which Employee has been associated while employed by the Company are the sole property of the Company and that there are no other claims constitute libel or ownership rights in such property with respect to slander against or violate any other partyrights of any person, firm or corporation.

Assignment of Work Product. Employee understands and agrees that any and all Work Product that (i) If at incorporates or reflects any time during Confidential Information, (ii) is, to any extent, developed utilizing any software, supplies, equipment or facilities provided by the Term or thereafterCompany Group, Employee has made or shall make (either alone or with othersiii) relates to the Company Group’s business, and whether before or after the date of this Agreement), conceive, create, discover, invent or reduce to practice any invention, design, research and/or development, improvement, process, software program, work of authorship, or technique, in whole or in part, or which (iv) results from any work which performed by the Employee may do for or at the request Company Group, in each case of the Company(i)-(iv), whether or not conceived by Employee while on holiday, on vacation, or off the premises of the Company, whether or not patentable or registrable under copyright or similar laws (herein called “Developments”) that (a) relate belongs exclusively to the business of Company Group and is, to the extent permitted by law, a “work-made-for-hire.” With respect to such Work Product: (i) The Employee will promptly disclose all such Work Product to the Company or any of and/or its designee, and maintain proper records regarding such Work Product. To the products or services being developed, manufactured or sold extent not already owned by the Company, or (b) result directly or indirectly from tasks assigned to Employee by the Company or (c) result from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and all rights and interests therein and all records relating to such Developments shall be the sole and absolute property of the Company. Employee shall promptly disclose to the Company each such Development and Employee shall deliver to the Company all records relating to each such Development. Employee hereby assigns any rights (including, but extent not limited to, any rights under patent law and copyright law or other similar laws) that Employee may have or acquire in the Developments to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for deemed a “work-made-for-hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees to, and does hereby, irrevocably, perpetually and unconditionally transfer and ,” will irrevocably assign to the Company all of her right, title, title and interest including copyright in and to all such work without further compensationWork Product, free and clear of all liens, claims and encumbrances, and agrees that such Work Product will be and shall remain the exclusive property of the Company. (ii) Both during and after the Employee’s employment, the Employee will, during agrees to do all acts and things (including the Term execution and at all times thereafter, at the request and cost delivery of the Company, promptly sign all such assignments, Intellectual Property (as defined below) applications and other documents, and take such other actions, as instruments of assignment) at any time requested by the Company and in order to effect the assignment of such Work Product to the Company or its duly authorized agents may reasonably require: (A) designee, or to evidence confirm, perfect, protect, or to otherwise exercise the Company’s or its designee’s ownership of any Development and to apply for, obtain, register and vest interest in the name of the Company, or renew, patents, copyrights, trademarks or other similar rights for any Development in any country throughout the world and (B) to initiate or defend any judicial, administrative or other proceedings in respect of such patents, copyrights, trademarks or other similar rights. (iii) In the event Work Product. The Employee further agrees that if the Company is unable, after reasonable effort, to secure the Employee’s signature for on any documents required by the Company under this agreement, any duly authorized officer or employee of the Company will be entitled to execute any such purposes for any reason whatsoeverdocuments as Employee’s agent and attorney-in-fact, and the Employee hereby irrevocably designates and appoints each such officer or employee of the Company and its duly authorized officers and agents as the Employee’s agents agent and attorneysattorney-in-fact, fact to act for and in execute any such documents on the Employee’s namebehalf, behalf and stead, to execute and file any such assignments, applications or other documents and to do take any and all other lawfully permitted acts to further the obtaining and protection of such patents, copyright or trademark registrations or other rights with the same legal force and effect actions as if executed by Employee. (iv) Employee represents and warrants that (A) Employee does not have any pre-existing inventions that relate to the business of the Company may deem necessary or desirable, in order to protect its rights and all inventions that Employee has made interests in and owns the intellectual property rights to as of the Effective Date that relate to the business of the Company shall be considered Developments and are subject to the terms of Section 8(b) and (B) all Developments that Employee has developed or with respect to which Employee has been associated while employed by the Company are the sole property of the Company and that there are no other claims or ownership rights in such property with respect to any other partyWork Product.

Assignment of Work Product. (i) If at any time during your employment with the Term or thereafterCompany, Employee has made you have or shall make (either alone or with others, and whether before or after the date of this Agreement)) make, conceive, create, discover, invent or reduce to practice any invention, design, development, improvement, process, software program, work of authorship, or technique, in whole or in part, or which results from any work which Employee you may do for or at the request of the Company, whether or not conceived by Employee you while on holiday, on vacation, or off the premises of the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after your termination date, whether or not patentable or registrable under copyright or similar laws statutes (herein called “Developments”) that (a) relate relates to the business of the Company or any of the products or services being developed, manufactured or sold by the Company, or (b) result results directly or indirectly from tasks assigned to Employee you by the Company or (c) result results from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and all rights and interests therein and all records relating to such Developments shall be the sole and absolute property of the Company. Employee You shall promptly disclose to the Company each such Development and Employee you shall deliver to the Company all records relating to each such Development. Employee You hereby assigns assign any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee you may have or acquire in the Developments to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees you agree to, and does do hereby, irrevocably, perpetually and unconditionally transfer and assign to the Company all right, title, and interest including copyright in and to such work without further compensation. (ii) Employee You will, during your employment with the Term Company and at all times any time thereafter, at the request and cost of the Company, promptly sign all such assignments, applications and other documents, and take such other actions, as the Company and its duly authorized agents may reasonably require: (A) to evidence the Company’s ownership of any Development and to apply for, obtain, register and vest in the name of the Company, or renew, patents, copyrights, trademarks or other similar rights protection for any Development in any country throughout the world and (B) to initiate or defend any judicial, administrative or other proceedings in respect of such patents, copyrights, trademarks or other similar rights. (iii) In the event the Company is unable, after reasonable effort, to secure Employee’s your signature for such purposes for any reason whatsoever, Employee you hereby irrevocably designates designate and appoints appoint the Company and its duly authorized officers and agents as Employee’s your agents and attorneys-in-fact, to act for and in Employee’s your name, behalf and steadsxxxx, to execute and file any such assignments, applications or other documents and to do all other lawfully permitted acts to further the obtaining and protection of such patents, copyright or trademark registrations or other rights with the same legal force and effect as if executed by Employeeyou. (iv) Employee represents You represent and warrants warrant that (A) Employee does you do not have any pre-existing inventions that relate to the business of the Company and all inventions that Employee has you have made and owns own the intellectual property rights to as of the Effective Date that relate to the business of the Company shall be considered Developments and are subject to the terms of Section 8(b8(d) and (B) all Developments that Employee has you have developed or with respect to which Employee has you have been associated while employed by the Company are the sole property of the Company and that there are no other claims or ownership rights in such property with respect to any other party.

Assignment of Work Product. (i) If at any time during The Executive acknowledges that all patents, patent applications, inventions, improvements, know-how, concepts, writings, original works of authorship, original pictorial, graphic or other art work, processes, methods and ideas (whether copyrightable, patentable or otherwise) made, generated, conceived, written or reduced to practice by the Term or thereafterExecutive, Employee has made or shall make (either alone or in conjunction with others, and during or outside working hours (whether before or after the date of this Agreement), conceive, create, discover, invent or reduce to practice any invention, design, development, improvement, process, software program, work of authorship, or technique, in whole or in part, or which results from any work which Employee may do for or not at the request or upon the suggestion of the Company or its affiliates), during the period during which the Executive is providing services to the Company, whether relating to the current or not conceived by Employee while on holidayproposed products, on vacation, services or off the premises other business activities of the Company, whether Company or not patentable its customers or registrable under copyright directly or similar laws (herein called “Developments”) that (a) relate indirectly relating to the business of the Company or its affiliates or using any of the products their equipment or services being developedfacilities (collectively, manufactured or sold by the Company, or (b“Work Product”) result directly or indirectly from tasks assigned shall be disclosed to Employee by the Company or promptly on no less than a quarterly basis and upon request from time to time. (cii) result from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments The Executive agrees that any and all rights and interests therein and all records relating to such Developments Work Product shall be the sole and absolute exclusive property of the Company. Employee shall promptly disclose Company and hereby irrevocably and unconditionally, to the Company each such Development and Employee shall deliver to the Company all records relating to each such Development. Employee hereby fullest extent permitted by law, assigns any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee may have or acquire in the Developments to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees to, and does hereby, irrevocably, perpetually and unconditionally transfer and assign to the Company all right, title, title and interest (including copyright without limitation all intellectual property rights) in and to such work without all Work Products. The Executive further compensation. (ii) Employee will, during the Term and at acknowledges that all times thereafter, at the request and cost of the Company, promptly sign all such assignments, applications and other documents, and take such other actions, Work Products which are protectable by copyright are “works made for hire,” as the Company and its duly authorized agents may reasonably require: (A) to evidence the Company’s ownership of any Development and to apply for, obtain, register and vest that term is defined in the name of the Company, or renew, patents, copyrights, trademarks or other similar rights for any Development in any country throughout the world and (B) to initiate or defend any judicial, administrative or other proceedings in respect of such patents, copyrights, trademarks or other similar rightsUnited States Copyright Act. (iii) In For the event the Company is unableavoidance of doubt, after reasonable effort, to secure Employee’s signature for such purposes for any reason whatsoever, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agents and attorneys-in-fact, to act for and Work Product does not include anything listed in Employee’s name, behalf and stead, to execute and file any such assignments, applications or other documents and to do all other lawfully permitted acts to further the obtaining and protection of such patents, copyright or trademark registrations or other rights with the same legal force and effect as if executed by EmployeeExhibit 5 hereto. (iv) Employee represents The Executive will assist the Company or its affiliates at the Company’s cost in executing, acknowledging and warrants delivering all papers and documents, doing all things and supplying all information, that (A) Employee does not have any pre-existing inventions that relate the Company may deem necessary or desirable to transfer or record the transfer of the Executive’s entire right, title and interest in Work Products to the business Company, and to enable the Company to obtain patent, copyright or trademark protection for Work Products anywhere in the world, during the period that he is providing services to the Company. The obligations of the Executive hereunder shall continue beyond the termination of the Executive’s services for the Company with respect to Work Products conceived or made by the Executive during the period he provides services to the Company and all inventions that Employee has made and owns the intellectual property rights to as of the Effective Date that relate to the business of the Company shall be considered Developments binding upon the Executive’s executors, heirs, assigns, administrators and are subject to the terms of Section 8(b) and (B) all Developments that Employee has developed or with respect to which Employee has been associated while employed by the Company are the sole property of the Company and that there are no other claims or ownership rights in such property with respect to any other partylegal representatives.

Assignment of Work Product. (i) If at Any and all right of interest that you may develop in any time during the Term or thereafterdesigns, Employee has made or shall make (either alone or with othersinventions, and whether before or after the date original works of this Agreement)authorship, conceiveinnovations, createimprovements, discoverdevelopments, invent or reduce to practice any inventionmodifications, designknow-how, development, improvementtechnology, process, software programmanagement reports, work of authorshipinternal reports and memoranda, customer lists, marketing plans or technique, in whole or in part, or which results from any work which Employee may do for or at the request of the Company, whether or not conceived by Employee while on holiday, on vacation, or off the premises of the Companypricing policies, whether or not patentable ("Employee Work Product"), that you conceived, reduced to practice, devised, developed, or registrable under copyright incorporated in Company products or similar laws (herein called “Developments”) that (a) services, either alone or jointly, or to which you otherwise contributed during the term of your employment, insofar as it may directly or indirectly relate to the business or arise out of employment with the Company or any of the products or services being developed, manufactured or sold by the Company, or (b) result directly or indirectly from tasks assigned to Employee by the Company or (c) result from the use of premises or property Company resources (whether tangible or intangible"Company Work Product") ownedare the sole, leased or contracted for by the Company, such Developments absolute and all rights and interests therein and all records relating to such Developments shall be the sole and absolute exclusive property of the Company. Employee shall , and you will promptly disclose to the make a complete disclosure of all Company each such Development and Employee shall deliver to the Company all records relating to each such Development. Employee hereby assigns any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee may have or acquire in the Developments Work Product to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees to, and does hereby, irrevocably, perpetually and unconditionally transfer and You hereby assign to the Company all right, title, and interest including copyright rights in and to such work without further compensationall Company Work Product. (ii) Employee willYou expressly acknowledge and agree that you have disclosed to the Company in writing prior to signing this agreement any and all designs, during inventions, original works of authorship, innovations, improvements, developments, modifications, know-how, technology, process, ------------------------ /1// For the Term purposes of Section 5, the term "trade secrets" shall be given its broadest interpretation under Virginia law and at all times thereaftershall include, at the request and cost of the Companybut not be limited to, promptly sign all such assignmentsinformation, applications and other documentsincluding a formula, pattern, compilation, program, device, method, technique or process, that: (i) derives independent economic value, actual or potential, from not being generally known to, and take such not being readily ascertainable by proper means by, other actionspersons who can obtain economic value from its disclosure or use, as and (ii) is the Company subject of efforts that are reasonable under the circumstances to maintain its secrecy. management reports, internal reports and its duly authorized agents may reasonably require: memoranda, customer lists, marketing plans or pricing policies (collectively "Intellectual Property"). (A) You agree that you will not incorporate into any work performed for the Company any such Intellectual Property without the express written permission of OneSoft, and, with respect to evidence any Intellectual Property that is incorporated into any work performed for the Company with the Company’s ownership of any Development and 's express written permission, you hereby grant to apply forthe Company a royalty-free, obtain, register and vest in the name of the Company, or renew, patents, copyrights, trademarks or other similar rights for any Development in any country irrevocable license throughout the world to use, disclose, publish, translate, reproduce, deliver, perform, dispose of, and to authorize others so to do, all such Intellectual Property. (B) With respect to initiate any Intellectual Property which you have not disclosed to the Company pursuant to this Section 5(e)(ii) but which is incorporated into Company products or defend any judicialservices or brought to the Company for use in the Company products or services or which you have disclosed to the Company but incorporated into work performed for the Company without the Company's express written permission, administrative or other proceedings you hereby assign to the Company all rights in respect of all such patents, copyrights, trademarks or other similar rightsIntellectual Property in accordance with Section 5(e)(i). (iii) In At the event request and expense of the Company is unablebut without charge to the Company, after reasonable effortyou will do all acts and things as may be necessary to confirm and vest the entire right, to secure Employee’s signature for such purposes for any reason whatsoever, Employee hereby irrevocably designates title and appoints interest in the Company Work Product in the Company and its duly authorized officers to secure to the Company full protection of the same, including without limitation, the execution and agents as Employee’s agents and attorneys-in-fact, to act for and in Employee’s name, behalf and stead, to execute and file any such delivery of assignments, patent applications or and other documents and to do all other lawfully permitted acts to further the obtaining and protection of such patentsor papers, copyright or trademark registrations or other rights whether during your employment with the same legal force Company or any time after termination of employment. In order to confirm the Company's rights, you also will assign to the Company any and effect as if executed all copyrights and reproduction rights to any written material prepared by Employeeyou in connection with your employment. (iv) Except as specified in Section 5(e)(ii) and/or materials in the public domain, all Employee represents and warrants that (A) Employee does not have any pre-existing inventions that relate Work Product furnished by you to the business of the Company will be Company Work Product and all inventions that Employee has made and owns the intellectual property rights to as of the Effective Date that relate will not to the business best of the Company shall be considered Developments and are subject to the terms your knowledge or belief violate or infringe upon any right, patent, copyright, trademark or right of Section 8(b) and (B) all Developments that Employee has developed privacy, or with respect to which Employee has been associated while employed by the Company are the sole property of the Company and that there are no other claims constitute libel or ownership rights in such property with respect to slander against or violate any other partyrights of any person, firm or corporation.