Common use of Developments the Property of the Company Clause in Contracts

Developments the Property of the Company. All discoveries, inventions, ideas, technology, formulas, designs, software, programs, algorithms, products, systems, applications, processes, procedures, methods and improvements and enhancements conceived, developed or otherwise made or created or otherwise produced by Employee at any time, alone or with others, and in any way relating to the present or proposed business, products or services of the Company or its affiliates, whether or not subject to patent, copyright or other protection and whether or not reduced to tangible form, during the period of Employee's employment with the Company ("DEVELOPMENTS"), shall be the sole and exclusive property of the Company. Employee agrees to, and hereby does, assign to the Company, without any further consideration, all Employee's right, title and interest throughout the world in and to all Developments. Employee agrees that all such Developments that are copyrightable may constitute works made for hire under the copyright laws of the United States and, as such, acknowledges that the Company is the author of such Developments and owns all of the rights comprised in the copyright of such Developments and Employee hereby assigns to the Company without any further consideration all of the rights comprised in the copyright and other proprietary rights Employee may have in any such Development to the extent that it might not be considered a work made for hire. There shall be excluded from this Paragraph 7(f) any Development produced by Employee (i) which is developed by Employee without the use of the Company's property or facilities, (ii) which does not make use of any proprietary information or confidential records of the Company or any of its affiliates, and (iii) which does not relate to the present or proposed business, products or services of the Company or its affiliates or to the ongoing or planned product development efforts of the Company or its affiliates. Employee shall make and maintain adequate and current written records of all Developments and shall disclose all Developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request; provided, however, that Developments excluded under the preceding sentence shall be received by the Company in confidence.

Developments the Property of the Company. All discoveries, inventions, ideas, technology, formulas, designs, software, programs, algorithms, products, systems, applications, processes, procedures, methods and improvements and enhancements conceived, developed or otherwise made or created or otherwise produced by Employee at any time, alone or with others, and in any way relating to the present or proposed business, products or services of the Company or its affiliates, whether or not subject to patent, copyright or other protection and whether or not reduced to tangible form, during the period of Employee's ’s employment with the Company ("DEVELOPMENTS"“Developments”), shall be the sole and exclusive property of the Company. Employee agrees to, and hereby does, assign to the Company, without any further consideration, all Employee's ’s right, title and interest throughout the world in and to all Developments. Employee agrees that all such Developments that are copyrightable may constitute works made for hire under the copyright laws of the United States and, as such, acknowledges that the Company is the author of such Developments and owns all of the rights comprised in the copyright of such Developments and Employee hereby assigns to the Company without any further consideration all of the rights comprised in the copyright and other proprietary rights Employee may have in any such Development to the extent that it might not be 7/12 considered a work made for hire. There shall be excluded from this Paragraph 7(f) any Development produced by Employee (i) which is developed by Employee without the use of the Company's ’s property or facilities, (ii) which does not make use of any proprietary information or confidential records of the Company or any of its affiliates, and (iii) which does not relate to the present or proposed business, products or services of the Company or its affiliates or to the ongoing or planned product development efforts of the Company or its affiliates. Employee shall make and maintain adequate and current written records of all Developments and shall disclose all Developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request; provided, however, that Developments excluded under the preceding sentence shall be received by the Company in confidence.

Developments the Property of the Company. All discoveries, inventions, ideas, technology, formulas, designs, software, programs, algorithms, products, systems, applications, processes, procedures, methods and improvements and enhancements conceived, developed or otherwise made or created or otherwise produced by Employee at any time, Executive alone or with others, at any time during his employment with the Company, and in any way relating to the present business activities which are the same as or substantially similar to business activities carried on by the Company Group or proposed businessto be extended or expanded by the Company Group, or the products or services of the Company or its affiliatesGroup, whether or not subject to patent, copyright or other protection and whether or not reduced to tangible form, during the period of Employee's employment with the Company form ("DEVELOPMENTS"“Developments”), shall be the sole and exclusive property of the Company. Employee Executive agrees to, and hereby does, assign to the Company, without any further consideration, all Employee's of Executive’s right, title and interest throughout the world in and to all Developments. Employee Executive agrees that all such Developments that are copyrightable may constitute works made for hire under the copyright laws of the United States and, as such, acknowledges that the Company or one of the members of the Company Group, as the case may be, is the author of such Developments and owns all of the rights comprised in the copyright of such Developments and Employee Executive hereby assigns to the Company without any further consideration all of the rights comprised in the copyright and other proprietary rights Employee Executive may have in any such Development to the extent that it might not be considered a work made for hire. There shall be excluded from this Paragraph 7(f) any Development produced by Employee (i) which is developed by Employee without the use of the Company's property or facilities, (ii) which does not make use of any proprietary information or confidential records of the Company or any of its affiliates, and (iii) which does not relate to the present or proposed business, products or services of the Company or its affiliates or to the ongoing or planned product development efforts of the Company or its affiliates. Employee Executive shall make and maintain adequate and current written records of all Developments and shall disclose all Developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request. For purposes of this Section 7(e), the business of the Company Group shall only be “proposed to be extended or expanded” if: (i) Executive has actual knowledge of the proposed extension or expansion of the business of the Company Group on or prior to the date that Executive’s employment is terminated; provided, however, that Developments excluded under (ii) the preceding sentence shall be received proposed extension or expansion of the business is set forth in a written business plan of the Company; and (iii) such written business plan has been adopted by the Board not later than thirty (30) days following the date that Executive’s employment is terminated and Executive is notified in writing of such adoption promptly following the same. Notwithstanding the foregoing, this Section 7(e) is subject to the provisions of California Labor Code Sections 2870, 2871 and 2872. In accordance with Section 2870 of the California Labor Code, Executive’s obligation to assign Executive’s right, title and interest throughout the world in and to all Developments does not apply to a Development that Executive developed entirely on his own time without using the Company's equipment, supplies, facilities, or Confidential Information except for those Developments that either: (i) relate to either the business of the Company Group at the time of conception or reduction to practice of the Development, or actual or demonstrably anticipated research or development of the Company Group; or (ii) result from any work performed by Executive for the Company Group. A copy of California Labor Code Sections 2870, 2871 and 2872 is attached to this Agreement as Exhibit A. Executive shall disclose all Developments to the Company, even if Executive does not believe that Executive is required under this Agreement, or pursuant to California Labor Code Section 2870, to assign his interest in confidencesuch Developments to the Company. If the Company and Executive disagree as to whether or not a Development is included within the terms of this Agreement, it will be Executive’s responsibility to prove that it is not included.

Developments the Property of the Company. All discoveries, inventions, ideas, technology, formulas, designs, software, programs, algorithms, products, systems, applications, processes, procedures, methods and improvements and enhancements conceived, developed or otherwise made or created or otherwise produced by Employee at any time, alone or with others, and in any way relating to the present or proposed business, products or services of the Company or its affiliates, whether or not subject to patent, copyright or other protection and whether or not reduced to tangible form, during the period of Employee's ’s employment with the Company ("DEVELOPMENTS"“Developments”), shall be the sole and exclusive property of the Company. Employee agrees to, and hereby does, assign to the Company, without any further consideration, all Employee's ’s right, title and interest throughout the world in and to all Developments. Employee agrees that all such Developments that are copyrightable may constitute works made for hire under the copyright laws of the United States and, as such, acknowledges that the Company is the author of such Developments and owns all of the rights comprised in the copyright of such Developments and Employee hereby assigns to the Company without any further consideration all of the rights comprised in the copyright and other proprietary rights Employee may have in any such Development to the extent that it might not be considered a work made for hire. There shall be excluded from this Paragraph 7(f) any Development produced by Employee (i) which is developed by Employee without the use of the Company's ’s property or facilities, (ii) which does not make use of any proprietary information or confidential records of the Company or any of its affiliates, and (iii) which does not relate to the present or proposed business, products or services of the Company or its affiliates or to the ongoing or planned product development efforts of the Company or its affiliates. Employee shall make and maintain adequate and current written records of all Developments and shall disclose all Developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request; provided, however, that Developments excluded under the preceding sentence shall be received by the Company in confidence.. Employment Agreement (00156422) (2) 7/12

Developments the Property of the Company. All discoveries, inventions, ideas, technology, formulas, designs, software, programs, algorithms, products, systems, applications, processes, procedures, methods and improvements and enhancements conceived, developed or otherwise made or created or otherwise produced by Employee at any time, alone or with others, and in any way relating to the present or proposed business, products or services of the Company or its affiliates, whether or not subject to patent, copyright or other protection and whether or not reduced to tangible form, during the period of Employee's ’s employment with the Company ("DEVELOPMENTS"“Developments”), shall be the sole and exclusive property of the Company. Employee agrees to, and hereby does, assign to the Company, without any further consideration, all Employee's ’s right, title and interest throughout the world in and to all Developments. Employee agrees that all such Developments that are copyrightable may constitute works made for hire under the copyright laws of the United States and, as such, acknowledges that the Company is the author of such Developments and owns all of the rights comprised in the copyright of such Developments and Employee hereby assigns to the Company without any further consideration all of the rights comprised in the copyright and other proprietary rights Employee may have in any such Employment Agreement WRC2012.doc Development to the extent that it might not be considered a work made for hire. There shall be excluded from this Paragraph 7(f) any Development produced by Employee (i) which is developed by Employee without the use of the Company's ’s property or facilities, (ii) which does not make use of any proprietary information or confidential records of the Company or any of its affiliates, and (iii) which does not relate to the present or proposed business, products or services of the Company or its affiliates or to the ongoing or planned product development efforts of the Company or its affiliates. Employee shall make and maintain adequate and current written records of all Developments and shall disclose all Developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request; provided, however, that Developments excluded under the preceding sentence shall be received by the Company in confidence.