Common use of Confidentiality and Assignment of Intellectual Property Clause in Contracts

Confidentiality and Assignment of Intellectual Property. The Executive hereby acknowledges and agrees that the business, financial and other non-public information of the Companies and the Companies’ direct and indirect parents and subsidiaries is of a confidential and proprietary nature. The Executive hereby further acknowledges and agrees that, during the course of his employment by the Companies, he has received, developed or learned of, and will continue to receive, develop, or learn of, confidential and proprietary information of the Companies and the Companies’ direct and indirect parents and subsidiaries not previously known to him and not known or used generally. The Executive hereby agrees that, he will not disclose other than as required for the performance of his duties under this Agreement, will continue to keep in strict secrecy and confidence, and continue to treat as the property of the Parent, the Company or any of the Companies’ direct or indirect parents or subsidiaries, as the case may be, and will not use for his own benefit or for the benefit of others any and all information, knowledge and other data relating to the business and affairs of the Parent, the Company or any of the Companies’ direct or indirect parents or subsidiaries, as the case may be (whether or not such information, knowledge or other data is in written form), that he has acquired, received, developed or learned, or may acquire, receive, develop or learn in the course of his employment by the Parent, Company or any of the Companies’ direct or indirect subsidiaries. For the avoidance of doubt, (a) nothing contained in this Agreement limits, restricts or in any other way affects the Executive’s communicating with any governmental, administrative or legislative agency or entity (including a committee thereof), or communicating with any official or staff person of a governmental, administrative or legislative agency or entity, concerning matters relevant to such agency or entity, or requires the Executive to provide prior notice of such communication to the Company or Parent, (b) nothing contained in this Agreement limits, restricts or in any other way affects any disclosures by the Executive required by law or court order, and (c) nothing contained in this Agreement limits, restricts or in any other way affects, and the Executive will not be held criminally or civilly liable under any federal or state trade secret law for, the Executive’s disclosing a trade secret (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, the Executive may be held liable if he unlawfully accesses trade secrets subject to this Section 6 by unauthorized means. Anything herein to the contrary notwithstanding, information, knowledge and other data relating to the business and affairs of the Parent, the Company or any direct or indirect parent or subsidiary of either, including trade secrets, that are subject to the confidentiality provisions of this Section 6 shall cease to be subject to such provisions if the data becomes known to the public other than due to any wrongful action or negligence of the Executive. The Executive, as part of the consideration for this Agreement and for his employment by the Companies, hereby assigns, and agrees to assign, to (or as otherwise directed by) the Companies his entire right, title and interest in and to any and all inventions, trade secrets, improvements, plans and specifications (i) which he, alone or in conjunction with others, may make, conceive or develop during the period of his employment with the Companies which relate to the business of the Parent, the Company or any of the Companies’ direct or indirect subsidiaries, or (ii) which he, alone or in conjunction with others, may make or conceive within a period of one (1) year after the Date of Termination which derive from any confidential or proprietary information, knowledge or other data of the Parent, the Company or any of their respective direct or indirect subsidiaries with respect to which he has become informed by reason of his engagement by the Companies (including, without limitation, his relations with the Companies’ direct or indirect subsidiaries). The Executive further agrees that he will promptly disclose fully to the Companies his aforesaid inventions, trade secrets, improvements, plans and specifications and will at any time during and after his employment with the Companies render to the Companies such cooperation and assistance as they may deem to be advisable in order to obtain copyrights or patents, as the case may be, on or otherwise perfect or defend the rights of the Company and/or the Parent in each such invention, trade secret, improvement, plan or specification, including, but not limited to, the execution of any and all applications for copyrights or patents, assignments of copyrights or patents and other written instruments which the Companies, their officers or attorneys reasonably may deem necessary or desirable, and the aforesaid obligation shall be binding on the Executive’s assigns, executors, administrators and other legal representatives. The Executive hereby irrevocably grants to each of the Companies and their successors and assigns, to the full extent permitted by law, power of attorney to institute and prosecute from time to time, at their sole expense, any proceedings at law, in equity or otherwise, that any of the Companies, their successors or assigns, may deem proper in order to transfer to the Companies, assert or enforce any claim, right or title of any kind in and to the inventions, trade secrets, improvements and other proprietary interests described under this Section 6, to defend and settle any and all actions, suits or proceedings in respect of any of said inventions, trade secrets, improvements and other proprietary interests and, generally to do any and all such acts and things in relation thereto as any of the Companies, their successors or assigns, shall deem advisable, including, but not limited to, execution of any and all applications, assignments and instruments contemplated under this Section 6. The Executive declares and acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and shall be irrevocable by him.

Confidentiality and Assignment of Intellectual Property. The Executive hereby acknowledges and agrees that the business, financial and other non-public information of the Companies and the Companies’ direct and indirect parents and subsidiaries is of a confidential and proprietary nature. The Executive hereby further acknowledges and agrees that, during the course of his employment by the Companies, he has received, developed or learned of, and will continue to receive, develop, or learn of, confidential and proprietary information of the Companies and the Companies’ direct and indirect parents and subsidiaries not previously known to him and not known or used generally. The Executive hereby agrees that, he will not disclose other than as required for the performance of his duties under this Agreement, will continue to keep in strict secrecy and confidence, and continue to treat as the property of the Parent, the Company or any of the Companies’ direct or indirect parents or subsidiaries, as the case may be, and will not use for his own benefit or for the benefit of others any and all information, knowledge and other data relating to the business and affairs of the Parent, the Company or any of the Companies’ direct or indirect parents or subsidiaries, as the case may be (whether or not such information, knowledge or other data is in written form), that he has acquired, received, developed or learned, or may acquire, receive, develop or learn learn, in the course of his employment by the Parent, Company or any of the Companies’ direct or indirect subsidiaries. For the avoidance of doubt, (a) nothing contained in this Agreement limits, restricts or in any other way affects the Executive’s communicating with any governmental, administrative or legislative agency or entity (including a committee thereof), or communicating with any official or staff person of a governmental, administrative or legislative agency or entity, concerning matters relevant to such agency or entity, or requires the Executive to provide prior notice of such communication to the Company or Parent, (b) nothing contained in this Agreement limits, restricts or in any other way affects any disclosures by the Executive required by law or court order, and (c) nothing contained in this Agreement limits, restricts or in any other way affects, and the Executive will not be held criminally or civilly liable under any federal or state trade secret law for, the Executive’s disclosing a trade secret (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, the Executive may be held liable if he unlawfully accesses trade secrets subject to this Section 6 by unauthorized means. Anything herein to the contrary notwithstanding, information, knowledge and other data relating to the business and affairs of the Parent, the Company or any direct or indirect parent or subsidiary of either, including trade secrets, that are subject to the confidentiality provisions of this Section 6 shall cease to be subject to such provisions if the data becomes known to the public other than due to any wrongful action or negligence of the Executive. The Executive, as part of the consideration for this Agreement and for his employment by the Companies, hereby assigns, and agrees to assign, to (or as otherwise directed by) the Companies his entire right, title and interest in and to any and all inventions, trade secrets, improvements, plans and specifications (i) which he, alone or in conjunction with others, may make, conceive or develop during the period of his employment with the Companies which relate to the business of the Parent, the Company or any of the Companies’ direct or indirect subsidiaries, or (ii) which he, alone or in conjunction with others, may make or conceive within a period of one (1) year after the Date of Termination which derive from any confidential or proprietary information, knowledge or other data of the Parent, the Company or any of their respective direct or indirect subsidiaries with respect to which he has become informed by reason of his engagement by the Companies (including, without limitation, his relations with the Companies’ direct or indirect subsidiaries). The Executive further agrees that he will promptly disclose fully to the Companies his aforesaid inventions, trade secrets, improvements, plans and specifications and will at any time during and after his employment with the Companies render to the Companies such cooperation and assistance as they may deem to be advisable in order to obtain copyrights or patents, as the case may be, on or otherwise perfect or defend the rights of the Company and/or the Parent in each such invention, trade secret, improvement, plan or specification, including, but not limited to, the execution of any and all applications for copyrights or patents, assignments of copyrights or patents and other written instruments which the Companies, their officers or attorneys reasonably may deem necessary or desirable, and the aforesaid obligation shall be binding on the Executive’s assigns, executors, administrators and other legal representatives. The Executive hereby irrevocably grants to each of the Companies and their successors and assigns, to the full extent permitted by law, power of attorney to institute and prosecute from time to time, at their sole expense, any proceedings at law, in equity or otherwise, that any of the Companies, their successors or assigns, may deem proper in order to transfer to the Companies, assert or enforce any claim, right or title of any kind in and to the inventions, trade secrets, improvements and other proprietary interests described under this Section 6, to defend and settle any and all actions, suits or proceedings in respect of any of said inventions, trade secrets, improvements and other proprietary interests and, generally to do any and all such acts and things in relation thereto as any of the Companies, their successors or assigns, shall deem advisable, including, but not limited to, execution of any and all applications, assignments and instruments contemplated under this Section 6. The Executive declares and acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and shall be irrevocable by him.

Confidentiality and Assignment of Intellectual Property. The Executive shall not, during the period of his employment with the Company and anytime after the termination thereof (for whatever reason) disclose to anyone or make use of any trade secret or proprietary or confidential information of the Company or any of its affiliates, including such trade secret or proprietary or confidential information of any customer or other entity to which the Company or any of its affiliates owes an obligation not to disclose such information, which the Executive acquires during the period of employment, including, without limitation, records kept in the ordinary course of business, except (i) as such disclosure or use may be required or appropriate in connection with the Executive’s work as an employee of the Company or any of its affiliates, (ii) when required to do so by a court of law, governmental agency or administrative or legislative body (including a committee thereof) with apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information or (iii) as to such confidential information that becomes generally known to the public or trade without his or her violation of this Exhibit A. The Executive hereby acknowledges sells, assigns and agrees that transfers to the business, financial and other non-public information Company all of the Companies Executive’s right, title and interest in and to all inventions, discoveries, improvements and copyrightable subject matter (the Companies’ direct and indirect parents and subsidiaries is of a confidential and proprietary nature. The Executive hereby further acknowledges and agrees “Rights”) that, during the course Executive’s employment or in connection therewith, are made or conceived by him, alone or with others, and that relate to the Company or any of his employment its affiliates’ present business or arise out of any work the Executive performs or information the Executive receives regarding the business of the Company or any of its affiliates while employed by the Companies, he has received, developed Company or learned of, and will continue to receive, develop, or learn of, confidential and proprietary information any of the Companies and the Companies’ direct and indirect parents and subsidiaries not previously known to him and not known or used generallyits affiliates. The Executive hereby agrees that, he will not shall fully disclose other than to the Company or any of its affiliates as required for promptly as possible all information known or possessed by him concerning the performance of his duties under this Agreement, will continue to keep in strict secrecy and confidenceRights, and continue to treat as the property of the Parentupon request by, the Company or any of the Companies’ direct or indirect parents or subsidiaries, as the case may be, its affiliates and will not use for his own benefit or for the benefit of others without any and all information, knowledge and other data relating further compensation in any form to the business and affairs of the Parent, Executive by the Company or any of its affiliates, but at the Companies’ direct or indirect parents or subsidiaries, as expense of the case may be (whether or not such information, knowledge or other data is in written form), that he has acquired, received, developed or learned, or may acquire, receive, develop or learn in the course of his employment by the Parent, Company or any of the Companies’ direct or indirect subsidiaries. For the avoidance of doubtits affiliates, (a) nothing contained in this Agreement limitsexecute all applications for patents and copyright registrations, restricts or in any other way affects the Executive’s communicating with any governmental, administrative or legislative agency or entity (including a committee thereof), or communicating with any official or staff person of a governmental, administrative or legislative agency or entity, concerning matters relevant to such agency or entity, or requires the Executive to provide prior notice of such communication to the Company or Parent, (b) nothing contained in this Agreement limits, restricts or in any other way affects any disclosures by the Executive required by law or court order, and (c) nothing contained in this Agreement limits, restricts or in any other way affects, and the Executive will not be held criminally or civilly liable under any federal or state trade secret law for, the Executive’s disclosing a trade secret (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, the Executive may be held liable if he unlawfully accesses trade secrets subject to this Section 6 by unauthorized means. Anything herein to the contrary notwithstanding, information, knowledge assignments thereof and other data relating to the business applicable instruments and affairs of the Parent, do all things that the Company or any direct or indirect parent or subsidiary of either, including trade secrets, that are subject its affiliates may reasonably deem necessary to vest and maintain in it the confidentiality provisions of this Section 6 shall cease to be subject to such provisions if the data becomes known to the public other than due to any wrongful action or negligence of the Executive. The Executive, as part of the consideration for this Agreement and for his employment by the Companies, hereby assigns, and agrees to assign, to (or as otherwise directed by) the Companies his entire right, title and interest in and to any and all inventions, trade secrets, improvements, plans and specifications (i) which he, alone or in conjunction with others, may make, conceive or develop during the period of his employment with the Companies which relate to the business of the Parent, the Company or any of the Companies’ direct or indirect subsidiaries, or (ii) which he, alone or in conjunction with others, may make or conceive within a period of one (1) year after the Date of Termination which derive from any confidential or proprietary information, knowledge or other data of the Parent, the Company or any of their respective direct or indirect subsidiaries with respect to which he has become informed by reason of his engagement by the Companies (including, without limitation, his relations with the Companies’ direct or indirect subsidiaries). The Executive further agrees that he will promptly disclose fully to the Companies his aforesaid inventions, trade secrets, improvements, plans and specifications and will at any time during and after his employment with the Companies render to the Companies such cooperation and assistance as they may deem to be advisable in order to obtain copyrights or patents, as the case may be, on or otherwise perfect or defend the rights of the Company and/or the Parent in each such invention, trade secret, improvement, plan or specification, including, but not limited to, the execution of any and all applications for copyrights or patents, assignments of copyrights or patents and other written instruments which the Companies, their officers or attorneys reasonably may deem necessary or desirable, and the aforesaid obligation shall be binding on the Executive’s assigns, executors, administrators and other legal representatives. The Executive hereby irrevocably grants to each of the Companies and their successors and assigns, to the full extent permitted by law, power of attorney to institute and prosecute from time to time, at their sole expense, any proceedings at law, in equity or otherwise, that any of the Companies, their successors or assigns, may deem proper in order to transfer to the Companies, assert or enforce any claim, right or title of any kind in and to the inventions, trade secrets, improvements and other proprietary interests described under this Section 6, to defend and settle any and all actions, suits or proceedings in respect of any of said inventions, trade secrets, improvements and other proprietary interests and, generally to do any and all such acts and things in relation thereto as any of the Companies, their successors or assigns, shall deem advisable, including, but not limited to, execution of any and all applications, assignments and instruments contemplated under this Section 6. The Executive declares and acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and shall be irrevocable by himRights.

Confidentiality and Assignment of Intellectual Property. The Executive hereby acknowledges and agrees that (a) During Executive’s employment with the business, financial and other non-public information of the Companies and the Companies’ direct and indirect parents and subsidiaries is of a confidential and proprietary nature. The Executive hereby further acknowledges and agrees that, during the course of his employment by the Companies, he has received, developed or learned ofCompany, and will continue to receiveat all times following the termination of Executive’s employment for any reason, develop, or learn of, confidential and proprietary information of the Companies and the Companies’ direct and indirect parents and subsidiaries not previously known to him and not known or used generally. The Executive hereby agrees that, he will not disclose other than as required for the performance of his duties under this Agreement, will continue to keep in strict secrecy and confidence, and continue to treat as the property of the Parent, the Company or any of the Companies’ direct or indirect parents or subsidiaries, as the case may be, and will shall not use for his Executive’s own benefit or for the benefit of others any and all informationsubsequent employer, knowledge and other data relating or disclose, directly or indirectly, to the business and affairs any person, firm or entity, or any officer, director, stockholder, partner, associate, employee, agent or representative thereof, any confidential information or trade secrets of the Parent, the Company or any of the Companies’ direct Companies or indirect parents the Associations, other than as reasonably necessary to perform Executive’s duties under this Agreement. As used herein, the term “Confidential Information” includes budgets, business plans, strategies, analyses of potential transactions, costs, personnel data, and other proprietary information of the Company that is not in the public domain, or subsidiarieswas known by Executive prior to entering into this Agreement, as or was disclosed to Executive by a third party with knowledge of such Confidential Information, or is required to be disclosed by law, court or subpoena. (b) For purposes of this Section 6(b), “Company Inventions” means all ideas, processes, trademarks and service marks, inventions, discoveries, and improvements to any of the case may be foregoing, that Executive learns of, conceives, develops or creates alone or with others during Executive’s employment with the Company (whether or not such information, knowledge or other data is in written form), that he has acquired, receivedconceived, developed or learnedcreated during regular working hours) that directly or indirectly arise from or relate to: (i) the Company’s business, products or may acquire, receive, develop services; or learn in (ii) work performed for the course of his employment Company by the Parent, Company Executive or any other Company employee, agent or contractor; or (iii) the use of the Companies’ direct Company’s property or indirect subsidiariestime; or (iv) access to the Company’s Confidential Information. For the avoidance of doubt, (a) nothing contained in this Agreement limits, restricts or in any other way affects the Executive’s communicating with any governmental, administrative or legislative agency or entity (including a committee thereof), or communicating with any official or staff person of a governmental, administrative or legislative agency or entity, concerning matters relevant to such agency or entity, or requires the Executive to provide prior notice of such communication hereby assigns to the Company or Parent, (b) nothing contained in this Agreement limits, restricts or in any other way affects any disclosures by the Executive required by law or court order, and (c) nothing contained in this Agreement limits, restricts or in any other way affects, and the Executive will not be held criminally or civilly liable under any federal or state trade secret law for, the Executive’s disclosing a trade secret (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, the Executive may be held liable if he unlawfully accesses trade secrets subject to this Section 6 by unauthorized means. Anything herein to the contrary notwithstanding, information, knowledge and other data relating to the business and affairs of the Parent, the Company or any direct or indirect parent or subsidiary of either, including trade secrets, that are subject to the confidentiality provisions of this Section 6 shall cease to be subject to such provisions if the data becomes known to the public other than due to any wrongful action or negligence of the Executive. The Executive, as part of the consideration for this Agreement and for his employment by the Companies, hereby assigns, and agrees to assign, to (or as otherwise directed by) the Companies his entire right, title and interest in all Company Inventions, which shall be the sole and exclusive property of the Company whether or not subject to patent, copyright, trademark or trade secret protection. Executive also acknowledges that all original works of authorship that are made by Executive (solely or jointly with others), within the scope of Executive’s employment with the Company, and that are protectable by copyright, are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C. §§. 101, et seq.). To the extent that any such works, by operation of law, cannot be “works made for hire,” Executive hereby assigns to Company all right, title, and interest in and to such works and to any related copyrights. Executive shall promptly execute, acknowledge and all inventions, trade secrets, improvements, plans and specifications (i) which he, alone or in conjunction with others, may make, conceive or develop during the period of his employment with the Companies which relate deliver to the business of the Parent, the Company all additional instruments or any of the Companies’ direct or indirect subsidiaries, or (ii) which he, alone or in conjunction with others, may make or conceive within a period of one (1) year after the Date of Termination which derive from any confidential or proprietary information, knowledge or other data of the Parent, the Company or any of their respective direct or indirect subsidiaries with respect to which he has become informed by reason of his engagement by the Companies (including, without limitation, his relations with the Companies’ direct or indirect subsidiaries). The Executive further agrees that he will promptly disclose fully to the Companies his aforesaid inventions, trade secrets, improvements, plans and specifications and will documents deemed at any time during and after his employment with by the Companies render to the Companies such cooperation and assistance as they may deem Company in its sole discretion to be advisable in order necessary to obtain copyrights or patents, as carry out the case may be, on or otherwise perfect or defend the rights intentions of the Company and/or the Parent in each such invention, trade secret, improvement, plan or specification, including, but not limited to, the execution of any and all applications for copyrights or patents, assignments of copyrights or patents and other written instruments which the Companies, their officers or attorneys reasonably may deem necessary or desirable, and the aforesaid obligation shall be binding on the Executive’s assigns, executors, administrators and other legal representativesthis paragraph. The Executive hereby irrevocably grants to each of the Companies and their successors and assigns, to the full extent permitted by law, power of attorney to institute and prosecute from time to time, at their sole expense, any proceedings at law, in equity or otherwise, that any of the Companies, their successors or assigns, may deem proper in order to transfer to the Companies, assert or enforce any claim, right or title of any kind in and to the inventions, trade secrets, improvements and other proprietary interests described under this Section 6, to defend and settle any and all actions, suits or proceedings in respect of any of said inventions, trade secrets, improvements and other proprietary interests and, generally to do any and all such acts and things in relation thereto as any of the Companies, their successors or assigns, shall deem advisable, including, but not limited to, execution of any and all applications, assignments and instruments contemplated under this Section 6. The Executive declares and acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and shall be irrevocable by him.

Confidentiality and Assignment of Intellectual Property. The Executive hereby acknowledges and agrees that the business, financial and other non-public information of the Companies and the Companies’ direct and indirect parents and subsidiaries is of a confidential and proprietary nature. The Executive hereby further acknowledges and agrees that, during the course of his her employment by the Companies, he has received, developed or learned of, and she will continue to receive, develop, or learn of, confidential and proprietary information of the Companies and the Companies’ direct and indirect parents and subsidiaries not previously known to him her and not known or used generally. The Executive hereby agrees that, he she will not disclose other than as required for the performance of his her duties under this Agreement, will continue to keep in strict secrecy and confidence, and continue to treat as the property of the Parent, the Company or any of the Companies’ direct or indirect parents or subsidiaries, as the case may be, and will not use for his her own benefit or for the benefit of others any and all information, knowledge and other data relating to the business and affairs of the Parent, the Company or any of the Companies’ direct or indirect parents or subsidiaries, as the case may be (whether or not such information, knowledge or other data is in written form), that he has acquired, received, developed or learned, or she may acquire, receive, develop or learn in the course of his her employment by the Parent, Company or any of the Companies’ direct or indirect subsidiaries. For the avoidance of doubt, (a) nothing contained in this Agreement limits, restricts or in any other way affects the Executive’s communicating with any governmental, administrative or legislative agency or entity (including a committee thereof), or communicating with any official or staff person of a governmental, administrative or legislative agency or entity, concerning matters relevant to such agency or entity, or requires the Executive to provide prior notice of such communication to the Company or Parent, (b) nothing contained in this Agreement limits, restricts or in any other way affects any disclosures by the Executive required by law or court order, and (c) nothing contained in this Agreement limits, restricts or in any other way affects, and the Executive will not be held criminally or civilly liable under any federal or state trade secret law for, the Executive’s disclosing a trade secret (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, the Executive may be held liable if he she unlawfully accesses trade secrets subject to this Section 6 by unauthorized means. Anything herein to the contrary notwithstanding, information, knowledge and other data relating to the business and affairs of the Parent, the Company or any direct or indirect parent or subsidiary of either, including trade secrets, that are subject to the confidentiality provisions of this Section 6 shall cease to be subject to such provisions if the data becomes known to the public other than due to any wrongful action or negligence of the Executive. The Executive, as part of the consideration for this Agreement and for his her employment by the Companies, hereby assigns, and agrees to assign, to (or as otherwise directed by) the Companies his her entire right, title and interest in and to any and all inventions, trade secrets, improvements, plans and specifications (i) which heshe, alone or in conjunction with others, may make, conceive or develop during the period of his her employment with the Companies which relate to the business of the Parent, the Company or any of the Companies’ direct or indirect subsidiaries, or (ii) which heshe, alone or in conjunction with others, may make or conceive within a period of one (1) year after the Date of Termination which derive from any confidential or proprietary information, knowledge or other data of the Parent, the Company or any of their respective direct or indirect subsidiaries with respect to which he she has become informed by reason of his her engagement by the Companies (including, without limitation, his her relations with the Companies’ direct or indirect subsidiaries). The Executive further agrees that he she will promptly disclose fully to the Companies his her aforesaid inventions, trade secrets, improvements, plans and specifications and will at any time during and after his her employment with the Companies render to the Companies such cooperation and assistance as they may deem to be advisable in order to obtain copyrights or patents, as the case may be, on or otherwise perfect or defend the rights of the Company and/or the Parent in each such invention, trade secret, improvement, plan or specification, including, but not limited to, the execution of any and all applications for copyrights or patents, assignments of copyrights or patents and other written instruments which the Companies, their officers or attorneys reasonably may deem necessary or desirable, and the aforesaid obligation shall be binding on the Executive’s assigns, executors, administrators and other legal representativesor 1. The Executive hereby irrevocably grants to each of the Companies and their successors and assigns, to the full extent permitted by law, power of attorney to institute and prosecute from time to time, at their sole expense, any proceedings at law, in equity or otherwise, that any of the Companies, their successors or assigns, may deem proper in order to transfer to the Companies, assert or enforce any claim, right or title of any kind in and to the inventions, trade secrets, improvements and other proprietary interests described under this Section 6, to defend and settle any and all actions, suits or proceedings in respect of any of said inventions, trade secrets, improvements and other proprietary interests and, generally to do any and all such acts and things in relation thereto as any of the Companies, their successors or assigns, shall deem advisable, including, but not limited to, execution of any and all applications, assignments and instruments contemplated under this Section 6. The Executive declares and acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and shall be irrevocable by himher.

Confidentiality and Assignment of Intellectual Property. The Executive hereby acknowledges and agrees that the business, financial and other non-public information of the Companies and the Companies’ direct and indirect parents and subsidiaries is of a confidential and proprietary nature. The Executive hereby further acknowledges and agrees that, during the course of his employment by the Companies, he has will have received, developed or learned of, and will continue to receive, develop, or learn of, of confidential and proprietary information of the Companies and the Companies’ direct and indirect parents and subsidiaries not previously known to him and not known or used generally. The Executive hereby agrees that, he will not disclose other than as required for the performance of his duties under this Agreement, will continue to keep in strict secrecy and confidence, and continue to treat as the property of the Parent, the Company or any of the Companies’ direct or indirect parents or subsidiaries, as the case may be, and will not use for his own benefit or for the benefit of others any and all information, knowledge and other data relating to the business and affairs of the Parent, the Company or any of the Companies’ direct or indirect parents or subsidiaries, as the case may be (whether or not such information, knowledge or other data is in written form), that he has acquired, received, developed or learned, or may acquire, receive, develop or learn in the course of his employment by the Parent, Company or any of the Companies’ direct or indirect subsidiaries. For the avoidance of doubt, (ai) nothing contained in this Agreement limits, restricts or in any other way affects the Executive’s communicating with any governmental, administrative or legislative agency or entity (including a committee thereof), or communicating with any official or staff person of a governmental, administrative or legislative agency or entity, concerning matters relevant to such agency or entity, or requires the Executive to provide prior notice of such communication to the Company or Parent, (bii) nothing contained in this Agreement limits, restricts or in any other way affects any disclosures by the Executive required by law or court order, and (ciii) nothing contained in this Agreement limits, restricts or in any other way affects, and the Executive will not be held criminally or civilly liable under any federal or state trade secret law for, the Executive’s disclosing a trade secret (Ay) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (Bz) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, the Executive may be held liable if he unlawfully accesses trade secrets subject to this Section 6 7 by unauthorized means. Anything herein to the contrary notwithstanding, information, knowledge and other data relating to the business and affairs of the Parent, the Company or any direct or indirect parent or subsidiary of either, including trade secrets, that are subject to the confidentiality provisions of this Section 6 7 shall cease to be subject to such provisions if the data becomes known to the public other than due to any wrongful action or negligence of the Executive. The Executive, as part of the consideration for this Agreement and for his employment by the Companies, hereby assigns, and agrees to assign, to (or as otherwise directed by) the Companies his entire right, title and interest in and to any and all inventions, trade secrets, improvements, plans and specifications (i) which he, alone or in conjunction with others, may make, conceive or develop during the period of his employment with the Companies which relate to the business of the Parent, the Company or any of the Companies’ direct or indirect subsidiaries, or (ii) which he, alone or in conjunction with others, may make or conceive within a period of one (1) year after the Date of Termination which derive from any confidential or proprietary information, knowledge or other data of the Parent, the Company or any of their respective direct or indirect subsidiaries with respect to which he has become informed by reason of his engagement by the Companies (including, without limitation, his relations with the Companies’ direct or indirect subsidiariessubsidiaries ). The Executive further agrees that he will promptly disclose fully to the Companies his aforesaid inventions, trade secrets, improvements, plans and specifications and will at any time during and after his employment with the Companies render to the Companies such cooperation and assistance as they may deem to be advisable in order to obtain copyrights or patents, as the case may be, on or otherwise perfect or defend the rights of the Company and/or the Parent in each such invention, trade secret, improvement, plan or specification, including, but not limited to, the execution of any and all applications for copyrights or patents, assignments of copyrights or patents and other written instruments which the Companies, their officers or attorneys reasonably may deem necessary or desirable, and the aforesaid obligation shall be binding on the Executive’s assigns, executors, administrators and other legal representatives. The Executive hereby irrevocably grants to each of the Companies and Companies, their successors and assigns, to the full extent permitted by law, power of attorney to institute and prosecute from time to time, at their sole expense, any proceedings at law, in equity or otherwise, that any of the Companies, their successors or assigns, may deem proper in order to transfer to the Companies, assert or enforce any claim, right or title of any kind in and to the inventions, trade secrets, improvements and other proprietary interests described under this Section 6, to defend and settle any and all actions, suits or proceedings in respect of any of said inventions, trade secrets, improvements and other proprietary interests and, generally to do any and all such acts and things in relation thereto as any of the Companies, their successors or assigns, shall deem advisable, including, but not limited to, execution of any and all applications, assignments and instruments contemplated under this Section 6. The Executive declares and acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and shall be irrevocable by him.

Confidentiality and Assignment of Intellectual Property. The Executive hereby acknowledges and agrees that the business, financial and other non-public information of the Companies and the Companies’ direct and indirect parents and subsidiaries is of a confidential and proprietary nature. The Executive hereby further acknowledges and agrees that, during the course of his her employment by the Companies, he she has received, developed or learned of, and will continue to receive, develop, or learn of, confidential and proprietary information of the Companies and the Companies’ direct and indirect parents and subsidiaries not previously known to him her and not known or used generally. The Executive hereby agrees that, he she will not disclose other than as required for the performance of his her duties under this Agreement, will continue to keep in strict secrecy and confidence, and continue to treat as the property of the Parent, the Company or any of the Companies’ direct or indirect parents or subsidiaries, as the case may be, and will not use for his her own benefit or for the benefit of others any and all information, knowledge and other data relating to the business and affairs of the Parent, the Company or any of the Companies’ direct or indirect parents or subsidiaries, as the case may be (whether or not such information, knowledge or other data is in written form), that he she has acquired, received, developed or learned, or may acquire, receive, develop or learn in the course of his her employment by the Parent, Company or any of the Companies’ direct or indirect subsidiaries. For the avoidance of doubt, (a) nothing contained in this Agreement limits, restricts or in any other way affects the Executive’s communicating with any governmental, administrative or legislative agency or entity (including a committee thereof), or communicating with any official or staff person of a governmental, administrative or legislative agency or entity, concerning matters relevant to such agency or entity, or requires the Executive to provide prior notice of such communication to the Company or Parent, (b) nothing contained in this Agreement limits, restricts or in any other way affects any disclosures by the Executive required by law or court order, and (c) nothing contained in this Agreement limits, restricts or in any other way affects, and the Executive will not be held criminally or civilly liable under any federal or state trade secret law for, the Executive’s disclosing a trade secret (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, the Executive may be held liable if he she unlawfully accesses trade secrets subject to this Section 6 by unauthorized means. Anything herein to the contrary notwithstanding, information, knowledge and other data relating to the business and affairs of the Parent, the Company or any direct or indirect parent or subsidiary of either, including trade secrets, that are subject to the confidentiality provisions of this Section 6 shall cease to be subject to such provisions if the data becomes known to the public other than due to any wrongful action or negligence of the Executive. The Executive, as part of the consideration for this Agreement and for his her employment by the Companies, hereby assigns, and agrees to assign, to (or as otherwise directed by) the Companies his her entire right, title and interest in and to any and all inventions, trade secrets, improvements, plans and specifications (i) which heshe, alone or in conjunction with others, may make, conceive or develop during the period of his her employment with the Companies which relate to the business of the Parent, the Company or any of the Companies’ direct or indirect subsidiaries, or (ii) which heshe, alone or in conjunction with others, may make or conceive within a period of one (1) year after the Date of Termination which derive from any confidential or proprietary information, knowledge or other data of the Parent, the Company or any of their respective direct or indirect subsidiaries with respect to which he she has become informed by reason of his her engagement by the Companies (including, without limitation, his her relations with the Companies’ direct or indirect subsidiaries). The Executive further agrees that he she will promptly disclose fully to the Companies his her aforesaid inventions, trade secrets, improvements, plans and specifications and will at any time during and after his her employment with the Companies render to the Companies such cooperation and assistance as they may deem to be advisable in order to obtain copyrights or patents, as the case may be, on or otherwise perfect or defend the rights of the Company and/or the Parent in each such invention, trade secret, improvement, plan or specification, including, but not limited to, the execution of any and all applications for copyrights or patents, assignments of copyrights or patents and other written instruments which the Companies, their officers or attorneys reasonably may deem necessary or desirable, and the aforesaid obligation shall be binding on the Executive’s assigns, executors, administrators and other legal representatives. The Executive hereby irrevocably grants to each of the Companies and their successors and assigns, to the full extent permitted by law, power of attorney to institute and prosecute from time to time, at their sole expense, any proceedings at law, in equity or otherwise, that any of the Companies, their successors or assigns, may deem proper in order to transfer to the Companies, assert or enforce any claim, right or title of any kind in and to the inventions, trade secrets, improvements and other proprietary interests described under this Section 6, to defend and settle any and all actions, suits or proceedings in respect of any of said inventions, trade secrets, improvements and other proprietary interests and, generally to do any and all such acts and things in relation thereto as any of the Companies, their successors or assigns, shall deem advisable, including, but not limited to, execution of any and all applications, assignments and instruments contemplated under this Section 6. The Executive declares and acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and shall be irrevocable by himher.

Confidentiality and Assignment of Intellectual Property. The Executive hereby acknowledges and agrees that the business, financial and other non-public information of the Companies and the Companies’ ' direct and indirect parents and subsidiaries is of a confidential and proprietary nature. The Executive hereby further acknowledges and agrees that, during the course of his employment by the Companies, he has received, developed or learned of, and will continue to receive, develop, or learn of, confidential and proprietary information of the Companies and the Companies’ ' direct and indirect parents and subsidiaries not previously known to him and not known or used generally. The Executive hereby agrees that, he will not disclose other than as required for the performance of his duties under this Agreement, will continue to keep in strict secrecy and confidence, and continue to treat as the property of the Parent, the Company or any of the Companies’ ' direct or indirect parents or subsidiaries, as the case may be, and will not use for his own benefit or for the benefit of others any and all information, knowledge and other data relating to the business and affairs of the Parent, the Company or any of the Companies’ ' direct or indirect parents or subsidiaries, as the case may be (whether or not such information, knowledge or other data is in written form), that he has acquired, received, developed or learned, or may acquire, receive, develop or learn in the course of his employment by the Parent, Company or any of the Companies’ ' direct or indirect subsidiaries. For the avoidance of doubt, (a) nothing contained in this Agreement limits, restricts or in any other way affects the Executive’s 's communicating with any governmental, administrative or legislative agency or entity (including a committee thereof), or communicating with any official or staff person of a governmental, administrative or legislative agency or entity, concerning matters relevant to such agency or entity, or requires the Executive to provide prior notice of such communication to the Company or Parent, (b) nothing contained in this Agreement limits, restricts or in any other way affects any disclosures by the Executive required by law or court order, and (c) nothing contained in this Agreement limits, restricts or in any other way affects, and the Executive will not be held criminally or civilly liable under any federal or state trade secret law for, the Executive’s 's disclosing a trade secret (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, . solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document filed under seal in a lawsuit or other proceeding; : provided, . however, that notwithstanding this immunity from liability, the Executive may be held liable if he unlawfully accesses trade secrets subject to this Section 6 by unauthorized means. Anything herein to the contrary notwithstanding, information, knowledge and other data relating to the business and affairs of the Parent, the Company or any direct or indirect parent or subsidiary of either, including trade secrets, that are subject to the confidentiality provisions of this Section 6 shall cease to be subject to such provisions if the data becomes known to the public other than due to any wrongful action or negligence of the Executive. The Toe Executive, as part of the consideration for this Agreement and for his employment by the Companies, hereby assigns, and agrees to assign, to (or as otherwise directed by) the Companies his entire right, title and interest in and to any and all inventions, trade secrets, improvements, plans and specifications (i) which he, alone or in conjunction with others, may make, conceive or develop during the period of his employment with the Companies which relate to the business of the Parent, the Company or any of the Companies’ ' direct or indirect subsidiaries, or (ii) which he, alone or in conjunction with others, may make or conceive within a period of one one (1) year after the Date of Termination which derive from any confidential or proprietary information, knowledge or other data of the Parent, the Company or any of their respective direct or indirect subsidiaries with respect to which he has become informed by reason of his engagement by the Companies (including, without limitation, his relations with the Companies’ ' direct or indirect subsidiaries). The Executive further agrees that he will promptly disclose fully to the Companies his aforesaid inventions, trade secrets, improvements, plans and specifications and will at any time during and after his employment with the Companies render to the Companies such cooperation and assistance as they may deem to be advisable in iii order to obtain copyrights or patents, as the case may be, on or otherwise perfect or defend the rights of the Company and/or the Parent in each such invention, trade secret, improvement, plan or specification, including, but not limited to, the execution of any and all applications for copyrights or patents, assignments of copyrights or patents and other written instruments which the Companies, their officers or attorneys reasonably may deem necessary or desirable, and the aforesaid obligation shall be binding on the Executive’s 's assigns, executors, administrators and other legal representatives. Notwithstanding the foregoing, the Executive's assignment of inventions, trade secrets. 1. The Executive hereby irrevocably grants to each of the Companies and their successors and assigns, to the full extent permitted by law, power of attorney to institute and prosecute from time to time, at their sole expense, any proceedings at law, in equity or otherwise, that any of the Companies, their successors or assigns, may deem proper in order to transfer to the Companies, assert or enforce any claim, right or title of any kind in and to the inventions, trade secrets, improvements and other proprietary interests described under this Section 6, to defend and settle any and all actions, suits or proceedings in respect of any of said inventions, trade secrets, improvements and other proprietary interests and, generally to do any and all such acts and things in relation thereto as any of the Companies, their successors or assigns, shall deem advisable, including, but not limited to, execution of any and all applications, assignments and instruments contemplated under this Section 6. The Executive declares and acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and shall be irrevocable by him.