Common use of Developments Clause in Contracts

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he I will make full and prompt disclosure to the Company of all inventions, improvementsdiscoveries, discoveriesdesigns, developments, methods, developmentsmodifications, softwareimprovements, mask worksprocesses, algorithms, databases, computer programs, formulae, techniques, trade secrets, graphics or images, audio or visual works and other works of authorshipauthorship (collectively “Developments”), whether or not patentable or copyrightable or notcopyrightable, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and that are created, made, conceived or reduced to practice by the Executive or under his direction me (alone or jointly with others others) or under my direction during his employment with the Companyperiod of my employment. I acknowledge that all work performed by me is on a “work for hire” basis, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to and I hereby do assign and does hereby transfer and, to the extent any such assignment cannot be made at present, will assign and transfer, to the Company (or any person or entity designated by the Company) and its successors and assigns all of the Executive’s rightsmy right, title and interest worldwide in and to all Developments that (a) relate to the business of the Company or any customer of or supplier to the Company or any of the products or services being researched, developed, manufactured or sold by the Company or which may be used with such products or services; or (b) result from tasks assigned to me by the Company; or (c) result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company (“Company-Related Developments”), and all related patents, patent applications, trademarks and trademark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions (“Intellectual Property Rights”). To preclude any possible uncertainty, I have set forth on Exhibit A attached hereto a complete list of Developments that I have, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of my employment with the Company that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (“Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. I have also listed on Exhibit A all patents and patent applications in which I am named as an inventor, other applications than those which have been assigned to the Company (“Other Patent Rights”). If no such disclosure is attached, I represent that there are no Prior Inventions or Other Patent Rights. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine or other work done for registration of the Company, I hereby grant to the Company a proprietary rightnonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. Notwithstanding the foregoing, I will not incorporate, or permit to be incorporated, Prior Inventions in any Company-Related Development without the Company’s prior written consent. This Section 13(b) shall Agreement does not apply obligate me to Developments that assign to the Executive Company any Development which, in the sole judgment of the Company, reasonably exercised, is developed entirely on his my own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or not relate to the business efforts or research and development efforts in which, during the period of my employment, the Company actually is engaged or reasonably would be engaged, and does not result from the use of premises or equipment owned or leased by the Company’s business. However, or actual or demonstrably anticipated research or developmentI will also promptly disclose to the Company any such Developments for the purpose of determining whether they qualify for such exclusion. The Executive understands that, I understand that to the extent this Agreement shall is required to be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall paragraph 5 will be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. (c) The Executive further agrees . I also hereby waive all claims to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and any moral rights or other intellectual property special rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur which I may have or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests accrue in any DevelopmentCompany-Related Developments. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company Group of all inventions, improvements, discoveries, methods, developments, software, mask works, works and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business business(es) of the Company Group and have heretofore been created, made, conceived or reduced to practice by the Executive or under his the Executive’s direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the CompanyCompany Group’s business business(es) and are created, made, conceived or reduced to practice by the Executive or under his the Executive’s direction or jointly with others during his the Executive’s employment with the CompanyCompany Group, whether or not during normal working hours or on the premises of the Company Group (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign assigns to the Company Group (or any person or entity Person designated by the CompanyCompany Group) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall paragraph will not apply to Developments that the Executive developed entirely on his the Executive’s own time without using the CompanyCompany Group’s equipment, supplies, facilities, facilities or Proprietary Confidential Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the CompanyCompany Group’s businessbusiness(es), or actual or demonstrably anticipated research or development. The Executive understands that, to To the extent this Agreement shall be is construed in accordance with the laws of any Territory jurisdiction which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall paragraph will be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classesclasses but will be interpreted to apply thereto to the maximum extent legally permissible. (c) The Executive further agrees to will cooperate fully with the CompanyCompany Group, both during and after his the Executive’s employment with the CompanyCompany Group, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall will not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, including copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company Group may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if . If any member of the Company Group is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled is expressly authorized to execute any such papers as the Executive’s agent and attorney-in-fact, coupled with interest, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his the Executive’s agent and attorney-in-fact to execute any such papers on the Executive’s behalf, behalf and to take any and all other actions as the Company Group may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him or under his direction or jointly with others during his employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph (b) shall not apply to Developments that which do not relate to the Executive developed entirely business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Employee not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph (b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) The Executive further Employee agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive Employee shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) . The Executive Employee further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature of the Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and the attorney-in-factfact of the Employee, and the Executive Employee hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s his behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he Employee will make full and prompt disclosure to the Company of all inventions, creations, improvements, discoveries, methods, developments, software, mask works, software and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and that are created, made, conceived or reduced to practice by the Executive Employee or under his the Employee’s direction or jointly with others during his the Employee’s employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the ExecutiveEmployee’s rightsright, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis subsection 3(b) shall not apply to Developments that do not relate to the Executive developed entirely present or planned business or research and development of the Company and that are made and conceived by the Employee not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which state that precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bsubsection 3(b) shall be interpreted not to apply to any invention which that a court rules or and/or the Company agrees falls within such classes. The Employee hereby also waives all claims to moral rights in any Developments. (c) The Executive further Employee agrees to cooperate fully with the Company, both during and after his the Employee’s employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive Employee shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitationbut not limited to, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, rights and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) . The Executive Employee further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the ExecutiveEmployee’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the ExecutiveEmployee’s agent and attorney-in-fact, and the Executive Employee hereby irrevocably designates and appoints each executive officer of the Company as his the Employee’s agent and attorney-in-fact to execute any such papers on the ExecutiveEmployee’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, Development under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him/her or under his his/her direction or jointly with others during his his/her employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “"Developments”"). (b) The Executive further Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis/her right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph 2(b) shall not apply to Developments that which do not relate to the Executive developed entirely present or planned business or research and development of the Company and which are made and conceived by the Employee not during normal working hours, not on his own time without the Company's premises and not using the Company’s equipment's tools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph 2(b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) The Executive further Employee agrees to cooperate fully with the Company, both during and after his his/her employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive Employee shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) . The Executive Employee further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature of the Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and the attorney-in-factfact of the Employee, and the Executive Employee hereby irrevocably designates and appoints each executive officer of the Company as his his/her agent and attorney-in-fact to execute any such papers on the Executive’s his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him or under his direction or jointly with others during his employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “"Developments”"). (b) The Executive further Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph (b) shall not apply to Developments that which do not relate to the Executive developed entirely business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Employee not during normal working hours, not on his own time without the Company's premises and not using the Company’s equipment's tools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph (b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) The Executive further Employee agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive Employee shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) . The Executive Employee further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature of the Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and the attorney-in-factfact of the Employee, and the Executive Employee hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s his behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him or under his direction or jointly with others during his employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph (b) shall not apply to Developments that which do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Executive developed entirely not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph (b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. The Executive also hereby waives all claims to moral rights in any Developments. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments; provided that, after his employment with the Company, such cooperation shall be conditioned upon reimbursement by the Company of the Executive’s reasonable costs and expenses incurred in connection therewith. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) . The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and the attorney-in-factfact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s his behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.,

Developments. (a) The Executive acknowledges and agrees that he will will, upon request by the Company, make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business business, and which are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or arbitrator rules, or the Company agrees agrees, falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Employment Term and upon the Company’s reasonable request and at the Company’s sole expense, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Upon reasonable request by the Company, the Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all other things that reasonably requested by the Company may reasonably deem necessary or desirable in order (at its sole expense) to protect its the Company’s rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such paperspapers as reasonably requested, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute for the sole purpose of executing any such papers on the Executive’s behalf, behalf under such circumstances and to take taking any and all actions as reasonably requested by the Company may deem necessary or desirable (at the Company’s sole expense) in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This However, this Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information trade secret information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state or country which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The ; provided, however, that the Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he You will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive you or under his your direction or jointly with others during his your employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement letter agreement as “Developments”). (b) The Executive further agrees You agree to assign and does do hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightsyour right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph (b) shall not apply to Developments that which do not relate to the Executive developed entirely business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by you not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive understands You understand that, to the extent this Agreement letter agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph (b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. You also hereby waive all claims to moral rights in any Developments. (c) The Executive further agrees You agree to cooperate fully with the Company, both during and after his your employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive You shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive . You further acknowledges and agrees agree that if the Company is unable, after reasonable effort, to secure the Executive’s your signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s your agent and attorney-in-fact, and the Executive you hereby irrevocably designates designate and appoints appoint each executive officer of the Company as his your agent and attorney-in-fact to execute any such papers on the Executive’s his behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will will, upon request by the Company, make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, written material, record, document, firmware, development, design, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business business, and which are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). b) The Executive agrees that all lab notebooks, description of planned and conducted experiments, all documents referencing the company’s technology, and invention disclosure form (bwhether signed, executed of not) are the Company’s proprietary property. c) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related intellectual properties comprised of patents, patent applications, trademark/service mxxx application, trade dress, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or arbitrator rules, or the Company agrees agrees, falls within such classes. (cd) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Employment Term and upon the Company’s reasonable request and at the Company’s sole expense, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Upon reasonable request by the Company, the Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all other things that reasonably requested by the Company may reasonably deem necessary or desirable in order (at its sole expense) to protect its the Company’s rights and interests in any Development. (de) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such paperspapers as reasonably requested, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute for the sole purpose of executing any such papers on the Executive’s behalf, behalf under such circumstances and to take taking any and all actions as reasonably requested by the Company may deem necessary or desirable (at the Company’s sole expense) in order to protect its rights and interests in any Development, under the conditions described in this sentence. f) Executive hereby forever fully releases and discharges the Company, and the Company and their respective officers, directors and employees, from and against any and all claims, demands, damages, liabilities, costs and expenses of Executive arising out of, or relating to, any Developments.

Developments. (a) The Executive acknowledges and agrees that he Employee will make full and prompt disclosure to the Company of all discoveries, inventions, improvements, discoveriesenhancements, processes, methods, techniques, developments, designs, layouts, diagrams, prototypes, formulations, equipment, articles of manufacture, compositions of matter, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive Employee or under his his/her direction or jointly with othersothers prior to the date hereof and which relate directly or indirectly to the Company’s proposed business, products or research and not assigned to prior employersdevelopment, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him/her or under his his/her direction or jointly with others during his his/her employment with by the Company, whether or not during normal working hours or on the premises of the Company Company, or (iii) which are created, made, conceived or reduced to practice by him/her or under his/her direction or jointly with others using the Company’s tools, devices, equipment or Proprietary Information (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis/her right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applicationsapplications and other intellectual property rights therein. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph 3(b) shall not apply to Developments that (described in clauses 3(a)(ii) and 3(a)(iii) above) which do not relate to the Executive developed entirely on his own business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Employee outside of normal working hours, off of the Company’s premises and without using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph 3(b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) All Developments related to any patent, copyright, trade secret, or other intellectual property rights, and related to or useful in the Company’s business, worked on by the Employee while the Employee is employed by the Company and for a period of one year after the termination or cessation of such employment for any reason shall be presumed to have been created, made, conceived or reduced to practice during the Employee’s employment with the Company and shall therefore be deemed a Development; provided however that the Employee may overcome the presumption with respect to the period of one year after the termination or cessation of employment by proving that such creation, making, conception or reduction to practice occurred only following termination of his or her employment with the Company and without the use of the Company’s tools, devices, equipment or Proprietary Information. (d) The Executive further Employee agrees to cooperate fully with the Company, both during and after his his/her employment with the Company, at the Company’s expense, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive Employee shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as which the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) 10.1 The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company Group of all inventions, improvements, discoveries, methods, developments, software, mask works, works and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business business(es) of the Company Group and have heretofore been created, made, conceived or reduced to practice by the Executive or under his the Executive’s direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the CompanyCompany Group’s business business(es) and are created, made, conceived or reduced to practice by the Executive or under his the Executive’s direction or jointly with others during his the Executive’s employment with the CompanyCompany Group, whether or not during normal working hours or on the premises of the Company Group (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) 10.2 The Executive further agrees to assign and does hereby assign assigns to the Company Group (or any person or entity Person designated by the CompanyCompany Group) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall paragraph will not apply to Developments that the Executive developed entirely on his the Executive’s own time without using the CompanyCompany Group’s equipment, supplies, facilities, facilities or Proprietary Confidential Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the CompanyCompany Group’s businessbusiness(es), or actual or demonstrably anticipated research or development. The Executive understands that, to To the extent this Agreement shall be is construed in accordance with the laws of any Territory jurisdiction which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall paragraph will be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classesclasses but will be interpreted to apply thereto to the maximum extent legally permissible. (c) 10.3 The Executive further agrees to will cooperate fully with the CompanyCompany Group, both during and after his the Executive’s employment with the CompanyCompany Group, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall will not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, including copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company Group may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if . If any member of the Company Group is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled is expressly authorized to execute any such papers as the Executive’s agent and attorney-in-fact, coupled with interest, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his the Executive’s agent and attorney-in-fact to execute any such papers on the Executive’s behalf, behalf and to take any and all other actions as the Company Group may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him or under his direction or jointly with others during his employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph (b) shall not apply to Developments that which do not relate to the Executive developed entirely present or planned business or research and development of the Company or, if not so related, which are made and conceived by the Employee not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph (b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) The Executive further Employee agrees to reasonably cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive Employee shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as which the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been are created, made, conceived conceived, or reduced to practice by the Executive him/her or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his his/her direction or jointly with others during his his/her employment with by the Company, Company whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis/her right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph 2(b) shall not apply to Developments that which do not relate to the Executive developed entirely present or planned business or research and development of the Company and which are made and conceived by the Employee not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive Employee understands that, to the extent this Agreement shall be construed in accordance with the laws law of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph 2(b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) The Executive further Employee agrees to cooperate fully with the Company, both during and after his his/her employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive Employee shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests interest in any Development. (d) . The Executive Employee further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature of the Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and the attorney-in-factfact of the Employee, and the Executive Employee hereby irrevocably designates and appoints each executive officer of the Company as his his/her agent and attorney-in-fact to execute any such papers on the Executive’s his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he Advisor will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him/her or under his his/her direction or jointly with others during his employment with the CompanyConsultation Period, whether or not during normal working hours or on the premises of the Company, which relate directly or indirectly, to the business of the Company AND arise out of Advisor’s consulting relationship with the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further Advisor agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph 7.2(b) shall not apply to Developments that which do not relate to the Executive developed entirely present or planned business or research and development of the Company and which are made and conceived by the Advisor not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive Advisor understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph 7.2(b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. The Advisor also hereby waives all claims to moral rights in any Developments. (c) The Executive further Advisor agrees to cooperate fully with the Company, both during and after his employment with the CompanyConsultation Period, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive Advisor shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) . The Executive Advisor further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature of the Advisor on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and the attorney-in-factfact of the Advisor, and the Executive Advisor hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s his behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he Employee will make full and prompt disclosure to the Company of all discoveries, inventions, improvements, discoveriesenhancements, processes, methods, techniques, developments, software, mask works, and works of authorshipauthorship or other creative works, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him/her or under his his/her direction or jointly with others during his his/her employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis/her right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph 3(b) shall not apply to Developments that which do not relate to the Executive developed entirely business or research and development conducted or planned to be conducted by the Company and which are made and conceived by the Employee not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph 3(b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) The Executive further Employee agrees to cooperate fully with the Company, both during and after his his/her employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive Employee shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) . The Executive Employee further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature of the Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and the attorney-in-factfact of the Employee, and the Executive Employee hereby irrevocably designates and appoints each executive officer of the Company as his his/her agent and attorney-in-fact to execute any such papers on the Executive’s his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventionsInventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him/her or under his his/her direction or jointly with others during his his/her employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further Employee agrees to assign and does hereby assign to the Company (or or) any person or entity designated by the Company) all of the Executive’s rightshis/her right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph 2(b) shall not apply to Developments that which do not relate to the Executive developed entirely present or planned business or research and development of the company and which are made and conceived by the Employee not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph 2(b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) The Executive further Employee agrees to cooperate fully with the Company, both during and after his his/her employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive Employee shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests interest in any Development. (d) development. The Executive Employee further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature of the Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and the attorney-in-factfact of the Employee, and the Executive Employee hereby irrevocably designates and appoints each executive officer of the Company as his his/her agent and attorney-in-fact to execute any such papers on the Executive’s his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorshipauthor ship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him/her or under his his/her direction or jointly with others during his his/her employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis/her right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph 2(b) shall not apply to Developments that which do not relate to the Executive developed entirely business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Employee not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph 2(b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. (c) The Executive further Employee agrees to cooperate fully with the Company, both during and after his his/her employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive Employee shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that papers which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) . The Executive Employee further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature of the Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and the attorney-in-factfact of the Employee, and the Executive Employee hereby irrevocably designates and appoints each executive officer of the Company as his his/her agent and attorney-in-fact to execute any such papers on the Executive’s his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, works and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business business(es) of the Company Group and have heretofore been created, made, conceived or reduced to practice by the Executive or under his the Executive’s direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the CompanyCompany Group’s business business(es) and are created, made, conceived or reduced to practice by the Executive or under his the Executive’s direction or jointly with others during his the Executive’s employment with the Company, whether or not during normal working hours or on the premises of the Company or any other member of the Company Group (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign assigns to the Company (or any person or entity Person designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall paragraph will not apply to Developments developments that the Executive developed entirely on his the Executive’s own time without using the CompanyCompany Group’s equipment, supplies, facilities, facilities or Proprietary Confidential Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the CompanyCompany Group’s businessbusiness(es), or actual or demonstrably anticipated research or development. The Executive understands that, to To the extent this Agreement shall be is construed in accordance with the laws of any Territory jurisdiction which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall paragraph will be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classesclasses but will be interpreted to apply thereto to the maximum extent legally permissible. (c) The Executive further agrees to will cooperate fully with the Company, both during and after his the Executive’s employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall will not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, including copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if . If the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled is expressly authorized to execute any such papers as the Executive’s agent and attorney-in-fact, coupled with interest, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his the Executive’s agent and attorney-in-fact to execute any such papers on the Executive’s behalf, behalf and to take any and all other actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he Founder will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, discoveriesenhancements, processes, methods, techniques, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive Founder or under his his/her direction or jointly with othersothers prior to the date hereof and which relate directly or indirectly to the business of the Company, including the business of developing, manufacturing and not assigned to prior employersmarketing nuclear reactors, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him/her or under his his/her direction or jointly with others during his his/her employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further Founder agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis/her right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph 3(b) shall not apply to Developments that described in clause 3(a)(ii) above which do not relate to the Executive developed entirely business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Founder not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive Founder understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph 3(b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. The Founder also hereby waives all claims to moral rights in any Developments. (c) The Executive further Founder agrees to cooperate fully with the Company, both during and after his his/her employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive Founder shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) . The Executive Founder further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature of the Founder on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and the attorney-in-factfact of the Founder, and the Executive Founder hereby irrevocably designates and appoints each executive officer of the Company as his his/her agent and attorney-in-fact to execute any such papers on the Executive’s his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he You will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive you or under his your direction or jointly with others during his your employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement letter agreement as “Developments”). (b) The Executive further agrees You agree to assign and does do hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightsyour right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph (b) shall not apply to Developments that which do not relate to the Executive developed entirely business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by you not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive understands You understand that, to the extent this Agreement letter agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph (b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. You also hereby waive all claims to moral rights in any Developments. (c) The Executive further agrees You agree to cooperate fully with the Company, both during and after his your employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive You shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive . You further acknowledges and agrees agree that if the Company is unable, after reasonable effort, to secure the Executive’s your signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s your agent and attorney-in-fact, and the Executive you hereby irrevocably designates designate and appoints appoint each executive officer of the Company as his your agent and attorney-in-fact to execute any such papers on the Executive’s your behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees All Developments (as defined below) that he will make full and prompt disclosure are made, conceived, reduced to the Company of all inventionspractice, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, madewritten, conceived designed or reduced to practice developed by the Executive Employee or under his his/her direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company Company, (all i) during the period of the foregoing Employee’s employment with the Company if related to the business or research and development conducted or planned to be conducted by the Company and (ii) after the period of which are collectively referred to in the Employee’s employment with the Company if resulting or directly derived from Confidential Information, will be the sole property of the Company. For purposes of this Agreement as Agreement, the term “Developments”)” means any inventions, discoveries, computer programs, source code, data, technology, designs, statistical models, formulae and algorithms, tools, innovations, improvements, methods, techniques, developments and works of authorship, whether or not patentable and whether or not copyrightable. (b) The Executive further Employee will make full and prompt disclosure to the Company of all Developments and will maintain adequate and current written records (in the form of notes, memoranda and as may otherwise be specified by the Company) to document the conception and/or first actual reduction to practice of any Development. The Employee will not disclose any Development to any third party without the express written permission of an authorized officer of the Company, and all Developments will be treated by the Employee as Confidential Information. Such written records will be available to and remain the sole property of the Company at all times. c) The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis/her right, title and interest worldwide in and to all Developments and all related patents, patent applicationscopyrights, copyrights and copyright applicationstrademarks, trade names, and any other industrial and intellectual property rights, and all applications for registration of a proprietary righttherefor, in the United States and elsewhere. This However, this Section 13(b2(c) shall will not apply to Developments that which do not relate to the Executive developed entirely business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Employee not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentConfidential Information. The Executive Employee understands that, to the extent this Agreement shall will be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b2(c) shall will be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. (cd) The Executive further Employee agrees to cooperate fully with the Company, both during and after his his/her employment with the Company, with respect to the procurement, maintenance and enforcement of patents, copyrights, patents trademarks, trade names and other industrial and intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive shall not be required to incur or pay Employee hereby appoints any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent the Employee’s duly authorized attorney to execute, file, prosecute and attorney-in-fact protect any Development and related patent, copyright, trademark, trade name and other industrial and intellectual property right, and applications therefor, before any government agency, court or authority. Upon the request of the Company, the Employee will execute such further assignments, documents and other instruments as may be necessary, desirable or appropriate to execute fully and completely assign all Developments to the Company and assist the Company in applying for, obtaining and enforcing patents, copyrights or other rights in the United States and in any such papers foreign jurisdiction with respect to any Development. The Employee also hereby waives all claims to moral rights in any Developments. e) The Employee acknowledges that the Company from time to time may have agreements with other persons or with the United States Government, or agencies thereof, which impose obligations or restrictions on the Executive’s behalf, Company regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. The Employee agrees to be bound by all such obligations and restrictions which are made known to the Employee and to take any and all actions as action necessary to discharge the obligations of the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentencesuch agreements.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, creations, improvements, discoveries, trade secrets, secret processes, technology, know-how, copyrightable materials, methods, developments, software, mask works, and works of authorshipauthorship or other creative works, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him or under his direction or jointly with others during his employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis subsection (b) shall not apply to Developments that do not relate to any business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and that are made and conceived by the Executive developed entirely not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which state that precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bsubsection (b) shall be interpreted not to apply to any invention which that a court rules or and/or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.such

Developments. (ai) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, creations, improvements, discoveries, trade secrets, secret processes, technology, know-how, methods, developments, software, mask works, and works of authorshipauthorship or other creative works, whether patentable or copyrightable or notnot (collectively, (i) “Developments"), which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his Executive’s direction or jointly with others during his employment with the Companyothers, whether or not during normal working hours or on the premises of the Company. Executive has attached hereto as Exhibit B a list of the developments as of the date of this Agreement which belong to Executive and which Executive shall not assign to the Company (all of the foregoing of which “Prior Developments"), or if no Prior Developments are collectively referred to in this Agreement as “listed on Exhibit B, Executive represents that there are no such Prior Developments”). (bii) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This this Section 13(b3(b)(ii) shall not apply to Prior Developments or to Developments that (A) do not relate to the present or planned business or research and development of the Company and (B) are made and conceived by Executive developed entirely not during normal working hours, not on his own time without the Company's premises and not using the Company’s equipment's tools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which state that precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b3(b)(ii) shall be interpreted not to apply to any invention which that a court rules or and/or the Company agrees falls within such classes. Executive also hereby waives all claims to moral rights in any Developments. (ciii) The Executive further agrees to cooperate fully with the CompanyCompany and to take such further actions as may be necessary or desirable, both during and after his Executive’s employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Developments. Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and the attorney-in-factfact of Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his Executive’s agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any DevelopmentDevelopments, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will will, upon request by the Company, make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business business, and which are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company Company, and that in the case of both (i) and (ii) were not created, made, conceived or reduced to practice in connection with Executive’s employment by SoftBank (or a Subsidiary thereof other than the Company) (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or arbitrator rules, or the Company agrees agrees, falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Employment Term and upon the Company’s reasonable request and at the Company’s sole expense, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Upon reasonable request by the Company, the Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all other things that reasonably requested by the Company may reasonably deem necessary or desirable in order (at its sole expense) to protect its the Company’s rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such paperspapers as reasonably requested, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute for the sole purpose of executing any such papers on the Executive’s behalf, behalf under such circumstances and to take taking any and all actions as reasonably requested by the Company may deem necessary or desirable (at the Company’s sole expense) in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Hall Employment Agreement Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he Restricted Party will make full and prompt disclosure to the Company of all now existing and future discoveries, inventions, improvements, discoveriesenhancements, processes, methods, techniques, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him/her or under his his/her direction or jointly with others during his employment his/her relationship with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further . Restricted Party agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis/her now existing and future right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This this Section 13(b3(b) shall not apply to Developments that which do not relate to the Executive developed entirely business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by Restricted Party not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, supplies, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive Restricted Party understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b3(b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. (c) The Executive further . Restricted Party also hereby waives all claims to moral rights in any Developments. Restricted Party agrees to cooperate fully with the Company, both during and after his employment his/her relationship with the Company, with respect to the procurement, maintenance and enforcement of now existing and future copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive Restricted Party shall not be required to incur or pay any costs or expenses in connection promptly provide, upon termination of Restricted Party’s relationship with the rendering Company, written disclosure of such cooperationall Developments. The Executive will At any time both during and after his/her service to the Company, Restricted Party shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive . Restricted Party further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature of Restricted Party on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and the attorney-in-factfact of Restricted Party, and the Executive Restricted Party hereby irrevocably designates and appoints each executive officer of the Company as his his/her agent and attorney-in-fact to execute any such papers on the Executive’s his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he Employee will make full and prompt disclosure to the Company of all discoveries, inventions, improvements, discoveriesenhancements, processes, methods, techniques, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him/her or under his direction or jointly with others during his employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph 3(b) shall not apply to Developments that which do not relate to the Executive developed entirely business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Employee not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph 3(b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) The Executive further Employee agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive Employee shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) . The Executive Employee further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature of the Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and the attorney-in-factfact of the Employee, and the Executive Employee hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers (with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments) on the Executive’s his behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This However, this Section 13(b14(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information trade secret information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state or country which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b14(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The ; provided, however, that the Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This However, this Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information trade secret information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or Xxxxxxx Employment Agreement 14 development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state or country which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The ; provided, however, that the Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, works and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business business(es) of the Company and have heretofore been created, made, conceived or reduced to practice by the Executive or under his the Executive’s direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the CompanyCompany Group’s business business(es) and are created, made, conceived or reduced to practice by the Executive or under his the Executive’s direction or jointly with others during his the Executive’s employment with the CompanyCompany Group, whether or not during normal working hours or on the premises of the Company or any other member of the Company Group (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign assigns to the Company Group (or any person or entity Person designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall paragraph will not apply to Developments that the Executive developed entirely on his the Executive’s own time without using the CompanyCompany Group’s equipment, supplies, facilities, facilities or Proprietary Confidential Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the CompanyCompany Group’s businessbusiness(es), or actual or demonstrably anticipated research or development. The Executive understands that, to To the extent this Agreement shall be is construed in accordance with the laws of any Territory jurisdiction which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall paragraph will be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classesclasses but will be interpreted to apply thereto to the maximum extent legally permissible. (c) The Executive further agrees to will cooperate fully with the Company, both during and after his the Executive’s employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall will not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, including copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if . If the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled is expressly authorized to execute any such papers as the Executive’s agent and attorney-in-fact, coupled with interest, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his the Executive’s agent and attorney-in-fact to execute any such papers on the Executive’s behalf, behalf and to take any and all other actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, works and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business business(es) of the Company and have heretofore been created, made, conceived or reduced to practice by the Executive or under his the Executive’s direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the CompanyCompany Group’s business business(es) and are created, made, conceived or reduced to practice by the Executive or under his the Executive’s direction or jointly with others during his the Executive’s employment with the CompanyCompany Group, whether or not during normal working hours or on the premises of the Company or any other member of the Company Group (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign assigns to the Company (or any person or entity Person designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall paragraph will not apply to Developments developments that the Executive developed entirely on his the Executive’s own time without using the CompanyCompany Group’s equipment, supplies, facilities, facilities or Proprietary Confidential Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the CompanyCompany Group’s businessbusiness(es), or actual or demonstrably anticipated research or development. The Executive understands that, to To the extent this Agreement shall be is construed in accordance with the laws of any Territory jurisdiction which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall paragraph will be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classesclasses but will be interpreted to apply thereto to the maximum extent legally permissible. (c) The Executive further agrees to will cooperate fully with the Company, both during and after his the Executive’s employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall will not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, including copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if . If the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled is expressly authorized to execute any such papers as the Executive’s agent and attorney-in-fact, coupled with interest, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his the Executive’s agent and attorney-in-fact to execute any such papers on the Executive’s behalf, behalf and to take any and all other actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or Xxxxxxx Employment Agreement Page 12 of 25 copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business business, and which are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute for the sole purpose of executing any such papers on the Executive’s behalf, behalf and to take taking any and all actions as the Company may deem reasonably necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s 's business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s 's business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s 's rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s 's equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s 's business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s 's signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s 's agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s 's behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges Employee has made and agrees that he will make full and prompt disclosure to the Company of all discoveries, inventions, improvements, discoveriesenhancements, processes, methods, techniques, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived were or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him/her or under his direction or jointly with others during his employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) ), and confirms any assignment to the Company of, all of the Executive’s rightshis right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph 3(b) shall not apply to Developments that which do not relate to the Executive developed entirely business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Employee not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph 3(b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) The Executive further Employee agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive Employee shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) . The Executive Employee further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature of the Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and the attorney-in-factfact of the Employee, and the Executive Employee hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers (with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments) on the Executive’s his behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”).. Xxxxxx Employment Agreement 12 (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees All Developments (as defined below) that he will make full and prompt disclosure are made, conceived, reduced to the Company of all inventionspractice, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, madewritten, conceived designed or reduced to practice developed by the Executive Employee or under his his/her direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company Company, (all i) during the period of the foregoing Employee’s employment with the Company if related to the business or research and development conducted or planned to be conducted by the Company and (ii) after the period of which are collectively referred to in the Employee’s employment with the Company if resulting or directly derived from Confidential Information, will be the sole property of the Company. For purposes of this Agreement as Agreement, the term “Developments”)” means any inventions, discoveries, computer programs, source code, data, technology, designs, statistical models, formulate and algorithms, tools, innovations, improvements, methods, developments and works of authorship, whether or not patentable and whether or not copyrightable. (b) The Executive further Employee will make full and prompt disclosure to the Company of all Developments and will maintain adequate and current written records (in the form of notes, memoranda and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Development. The Employee will not disclose any Development to any third party without the express written permission of an authorized officer of the Company, and all Developments will be treated by the Employee as Confidential Information. Such written records will be available to and remain the sole property of the Company at all times. c) The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis/her right, title and interest worldwide in and to all Developments and all related patents, patent applicationscopyrights, copyrights and copyright applicationstrademarks, trade names, and any other industrial and intellectual property rights, and all applications for registration of a proprietary righttherefor, in the United States and elsewhere. This However, this Section 13(b2(c) shall will not apply to Developments that which do not relate to the Executive developed entirely business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Employee not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentConfidential Information. The Executive Employee understands that, to the extent this Agreement shall will be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b2(c) shall will be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. (cd) The Executive further Employee agrees to cooperate fully with the Company, both during and after his his/her employment with the Company, with respect to the procurement, maintenance and enforcement of patents, copyrights, patents trademarks, trade names and other industrial and intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive shall not be required to incur or pay Employee hereby appoints any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent the Employee’s duly authorized attorney to execute, file, prosecute and attorney-in-fact protect any Development and related patent, copyright, trademark, trade name and other industrial and intellectual property right, and applications therefor, before any government agency, court or authority. Upon the request of the Company, the Employee will execute such further assignments, documents and other instruments as may be necessary, desirable or appropriate to execute fully and completely assign all Developments to the Company and assist the Company in applying for, obtaining and enforcing patents, copyrights or other rights in the United States and in any such papers foreign jurisdiction with respect to any Development. The Employee also hereby waives all claims to moral rights in any Developments. e) The Employee acknowledges that the Company from time to time may have agreements with other persons or with the United States Government, or agencies thereof, which impose obligations or restrictions on the Executive’s behalf, Company regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. The Employee agrees to be bound by all such obligations and restrictions which are made known to the Employee and to take any and all actions as action necessary to discharge the obligations of the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentencesuch agreements.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely Elfman Employment Agreement on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) 10.1 The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company Group of all inventions, improvements, discoveries, methods, developments, software, mask works, works and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business business(es) of the Company Group and have heretofore been created, made, conceived or reduced to practice by the Executive or under his the Executive’s direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the CompanyCompany Group’s business business(es) and are created, made, conceived or reduced to practice by the Executive or under his the Executive’s direction or jointly with others during his the Executive’s employment with the CompanyCompany Group, whether or not during normal working hours or on the premises of the Company Group (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) 10.2 The Executive further agrees to assign and does hereby assign assigns to the Company Group (or any person or entity Person designated by the CompanyCompany Group) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall paragraph will not apply to Developments that the Executive developed entirely on his the Executive’s own time without using the CompanyCompany Group’s equipment, supplies, facilities, facilities or Proprietary Confidential Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the CompanyCompany Group’s businessbusiness(es), or actual or demonstrably anticipated research or development. The Executive understands that, to To the extent this Agreement shall be is construed in accordance with the laws of any Territory jurisdiction which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall paragraph will be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classesclasses but will be interpreted to apply thereto to the maximum extent legally permissible. (c) 10.3 The Executive further agrees to will cooperate fully with the CompanyCompany Group, both during and after his the Executive’s employment with the CompanyCompany Group, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall will not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, including copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company Group may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if . If any member of the Company Group is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled is expressly authorized to execute any such papers as the Executive’s agent and attorney-in-fact, coupled with interest, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his the Executive’s agent and attorney-in-fact to execute any such papers on the Executive’s behalf, behalf and to take any and all other actions as the Company Group may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.. EXECUTION COPY

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection Saw Employment Agreement Page 13 of 25 with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely Xxxxx Employment Agreement on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will to make full and prompt disclosure to the Company Corporation of all inventions, improvements, discoveries, methods, developments, software, mask works, computer software (and programs and code) and works of authorship, whether or not patentable or copyrightable copyrightable, which were or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his Executive’s direction or jointly with others during his Executive’s employment with by the CompanyCorporation or during Executive’s provision of services as a consultant to the Corporation, whether or not during normal working hours or on the premises of the Company Corporation (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further also agrees to assign and and, by executing this Agreement, Executive does hereby assign assign, to the Company Corporation (or to any person or entity designated by the CompanyCorporation) all of the Executive’s rights, title titles and interest worldwide interests, if any, in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This this Section 13(b11(c) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or (i) which do not relate to the Companypresent or planned business or research and development of the Corporation and (ii) which are made and conceived by Executive: (A) at a time other than during normal working hours, (B) not on the Corporation’s businesspremises and (C) not using the Corporation’s tools, devices, equipment or actual or demonstrably anticipated research or developmentproprietary information. The Executive understands that, that to the extent that the terms of this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee employee’s agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or and/or the Company Corporation agrees falls within such class or classes. Executive also agrees to waive all claims to moral and/or equitable rights in any Developments. (c) The Executive further agrees to cooperate fully with the CompanyCorporation, both during and after his Executive’s employment with the CompanyCorporation, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive agrees that he will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company Corporation may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The . Executive further acknowledges and agrees that if the Company Corporation is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company Corporation shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company Corporation as his Executive’s agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company Corporation may deem necessary or desirable desirable, in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he she will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his her direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his her direction or jointly with others during his her employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his her own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his her employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his her agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him or her or under his or her direction or jointly with others during his or her employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis or her right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph (b) shall not apply to Developments that which do not relate to the Executive developed entirely business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Employee not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph (b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) The Executive further Employee agrees to cooperate fully with the Company, both during and after his or her employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive Employee shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as which the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.any

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This However, this Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information trade secret information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state or country which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The ; provided, however, that the Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperationcooperation and shall be entitled to a fee of $500 per hour for any services (including travel time) to the extent such services are provided at a time the Executive is not receiving payments pursuant to the terms of this Agreement. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him or under his direction or jointly with others during his employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph 2(b) shall not apply to Developments that which do not relate to the Executive developed entirely business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Employee not during normal working hours, not on his own time without the Company’s premises and not using the Company’s tools, devices, equipment, supplies, facilities, resources or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph 2(b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) The Executive further Employee agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive Employee shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) . The Executive Employee further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature of the Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and the attorney-in-factfact of the Employee, and the Executive Employee hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s his behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, Xxxxx Employment Agreement 12.29.2008 - 12 - software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the Xxxxxx Employment Agreement Page 13 of 26 premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he Employee will make full lull and prompt disclosure to the Company of all discoveries, inventions, improvements, discoveriesenhancements, processes, methods, techniques, developments, designs, layouts, diagrams, prototypes, formulations, equipment, articles of manufacture, compositions of matter, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive Employee or under his his/her direction or jointly with othersothers prior to the date hereof and which relate directly or indirectly to the Company’s proposed business, products or research and not assigned to prior employersdevelopment, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him/her or under his his/her direction or jointly with others during his his/her employment with by the Company, whether or not during normal working hours or on the premises of the Company Company, or (iii) which are created, made, conceived or reduced to practice by him/her or under his/her direction or jointly with others using the Company’s tools, devices, equipment or Proprietary Information (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis/her right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applicationsapplications and other intellectual property rights therein, and any other applications for registration of a proprietary right. This Section 13(bHowever, this paragraph 3(b) shall not apply to Developments that (described in clauses 3(a)(ii) and 3(a)(iii) above) which do not relate to the Executive developed entirely on his own business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Employee outside of normal working hours, off of the Company’s premises and without using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does notInformation, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph 3(b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) All Developments related to any patent, copyright, trade secret, or other intellectual property rights, and related to or useful in the Company s business, worked on by the Employee while the Employee is employed by the Company and for a period of one year after the termination or cessation of such employment for any reason shall be presumed to have been created, made, conceived or reduced to practice during the Employee’s employment with the Company and shall therefore be deemed a Development; provided, however, that the Employee may overcome the presumption with respect to the period of one year after the termination or cessation of employment by proving that such creation, making, conception or reduction to practice occurred only following termination of his or her employment with the Company and without the use of the Company’s tools, devices, equipment or Proprietary Information. (d) The Executive further Employee agrees to cooperate fully with the Company, both during and after his his/her employment with the Company, at the Company’s expense, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive Employee shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as which the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection Xxxxxx Employment Agreement Page 13 of 26 with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s 's business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s 's business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “"Developments”"). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s 's rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s 's equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s 's business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s 's signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s 's agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s 's behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, works and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business of the Company Group and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the CompanyCompany Group’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the CompanyCompany Group, whether or not during normal working hours or on the premises of the Company Group (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign assign, and hereby does hereby assign assign, to the Company (or any person or entity Person designated in writing by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b7(b) shall will not apply to Developments that the Executive developed entirely on his own time without using the CompanyCompany Group’s equipment, supplies, facilities, facilities or Proprietary Information and that does do not, at the time of conception or reduction to practice, have utility in or relate to the Company’s businessbusiness of the Company Group, or actual or demonstrably anticipated research or development. The Executive understands that, to To the extent this Agreement shall be is construed in accordance with the laws of any Territory jurisdiction which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b7(b) shall will be interpreted not to apply to any invention which a court rules rules, or the Company agrees agrees, falls within such classes, but will be interpreted to apply thereto to the maximum extent legally permissible. (c) The Executive further agrees to will cooperate fully with reasonable requests by the Company, both during and after his employment with the CompanyTerm, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countriescountries and jurisdictions) relating to Developments. The Executive shall will not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation, and the Company will reimburse the Executive (within 30 days following receipt of an invoice) for all reasonable legal fees incurred if the Executive determines in good faith that separate legal counsel is appropriate in the circumstances. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its the Company Group’s rights and interests in any Development. (d) The Executive further acknowledges and agrees that if . If the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled is expressly authorized to execute any such papers as the Executive’s agent and attorney-in-fact, coupled with interest, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, behalf and to take any and all other actions as the Company may deem necessary or desirable in order to protect its the Company Group’s rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development.. Xxxxx Employment Agreement 14 (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, prior to his employment with the Company, and which have not been assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company Group of all inventions, improvements, discoveries, methods, developments, software, mask works, works and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business business(es) of the Company Group and have heretofore been created, made, conceived or reduced to practice by the Executive or under his the Executive’s direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the CompanyCompany Group’s business business(es) and are created, made, conceived or reduced to practice by the Executive or under his the Executive’s direction or jointly with others during his the Executive’s employment with the CompanyCompany Group, whether or not during normal working hours or on the premises of the Company Group (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (ba) The Executive further agrees to assign and does hereby assign assigns to the Company Group (or any person or entity Person designated by the CompanyCompany Group) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall paragraph will not apply to Developments that the Executive developed entirely on his the Executive’s own time without using the CompanyCompany Group’s equipment, supplies, facilities, facilities or Proprietary Confidential Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the CompanyCompany Group’s businessbusiness(es), or actual or demonstrably anticipated research or development. The Executive understands that, to To the extent this Agreement shall be is construed in accordance with the laws of any Territory jurisdiction which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall paragraph will be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classesclasses but will be interpreted to apply thereto to the maximum extent legally permissible. (cb) The Executive further agrees to will cooperate fully with the CompanyCompany Group, both during and after his the Executive’s employment with the CompanyCompany Group, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall will not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, including copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company Group may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if . If any member of the Company Group is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled is expressly authorized to execute any such papers as the Executive’s agent and attorney-in-fact, coupled with interest, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his the Executive’s agent and attorney-in-fact to execute any such papers on the Executive’s behalf, behalf and to take any and all other actions as the Company Group may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company Corporation or the Bank of all inventions, improvementsdiscoveries, discoveriesdesigns, developments, methods, developmentsmodifications, improvements, processes, algorithms, databases, computer programs, software, mask worksformulae, techniques, trade secrets, graphics or images, audio or visual works and other works of authorshipauthorship (collectively “Developments”), whether or not patentable or copyrightable or notcopyrightable, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and that are created, made, conceived or reduced to practice by the Executive or under his direction (alone or jointly with others others) or under Executive’s direction during his employment with the Companyperiod of Executive’s employment. Executive acknowledges that all work performed by Executive for the Corporation and/or the Bank is on a “work for hire” basis, whether or and Executive hereby assigns and transfers and, to the extent any such assignment cannot during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to be made at present, will assign and does hereby assign transfer, to the Company (or any person or entity designated by Corporation and/or the Company) Bank and its successors and assigns all of the Executive’s rightsright, title and interest worldwide in and to all Developments that are created, made, conceived or reduced to practice by Executive (alone or jointly with others) or under Executive’s direction during the period of Executive’s employment and (a) relate to the business of the Corporation and/or the Bank or any of the products or services being researched, developed, manufactured or sold by the Corporation and/or the Bank or which may be used with such products or services; or (b) result from tasks assigned to Executive by the Corporation and/or the Bank; or (c) result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Corporation and/or the Bank (“Company-Related Developments”), and all related patents, patent applications, trademarks and trademark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions (“Intellectual Property Rights”). To preclude any possible uncertainty, Executive has set forth on Annex A attached hereto a complete list of Developments that Executive has, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of Executive’s employment with the Corporation and the Bank that Executive considers to be Executive’s property or the property of third parties and that Executive wishes to have excluded from the scope of this Agreement (“Prior Inventions”). If disclosure of any such Prior Invention would cause Executive to violate any prior confidentiality agreement, Executive understands that Executive is not to list such Prior Inventions in Annex A but is only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. Executive has also listed on Annex A all patents and patent applications in which Executive is named as an inventor, other applications than those which have been assigned to the Corporation and/or the Bank (“Other Patent Rights”). If no such disclosure is attached, Executive represents that there are no Prior Inventions or Other Patent Rights. If, in the course of Executive’s employment with the Corporation and/or the Bank, Executive incorporates a Prior Invention into a product, process or machine of the Corporation and/or the Bank or other work done for registration the Corporation and/or the Bank, Executive hereby grants to the Corporation and/or the Bank a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. Notwithstanding the foregoing, Executive will not incorporate, or permit to be incorporated, Prior Inventions in any Company-Related Development without the prior written consent of a proprietary rightthe Corporation or the Bank. This Section 13(b) shall Agreement does not apply obligate Executive to Developments that assign to the Executive Corporation and/or the Bank any Development which, in the sole judgment of the Corporation and/or the Bank, reasonably exercised, is developed entirely on his Executive’s own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or not relate to the Companybusiness efforts or research and development efforts in which, during the period of Executive’s businessemployment, the Corporation and/or the Bank actually is engaged or actual reasonably would be engaged, and does not result from the use of premises or demonstrably anticipated research equipment owned or developmentleased by the Corporation and/or the Bank. The However, Executive will also promptly disclose to the Corporation and/or the Bank any such Developments for the purpose of determining whether they qualify for such exclusion. Executive understands that, that to the extent this Agreement shall is required to be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall 4 will be interpreted not to apply to any invention which a court rules or and/or the Company Corporation and/or the Bank agrees falls within such classes. (c) The . Executive further agrees also hereby waives all claims to any moral rights or other special rights which Executive may have or accrue in any Company-Related Developments. Executive will cooperate fully with the CompanyCorporation and/or the Bank, both during and after his Executive’s employment with the CompanyCorporation and/or the Bank, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both Intellectual Property Rights in the United States and other countries) relating to Company-Related Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign sign, both during and after the term of this Agreement, all papers, including, including without limitation, limitation copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if Corporation and/or the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company Bank may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the Corporation and/or the Bank is unable, under after reasonable effort, to secure Executive’s signature on any such papers, Executive hereby irrevocably designates and appoints each officer of the conditions described Corporation and/or the Bank as Executive’s agent and attorney-in-fact to execute any such papers on Executive’s behalf, and to take any and all actions as the Corporation and/or the Bank may deem necessary or desirable in this sentenceorder to protect its rights and interests in any Company-Related Development.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, developments and works of authorship, whether copyrightable, patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him or under his direction or jointly with others during his employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph (b) shall not apply to Developments that which do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Executive developed entirely not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee Executive agreement to assign certain classes of inventions made by an employeeExecutive, this Section 13(bparagraph (b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. The Executive also hereby waives all claims to moral rights in any Developments. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Company shall provide the Executive with reasonable compensation for his cooperation under this Section 7.2(c) to the extent such cooperation is requested by the Company following the Executive’s termination of employment and shall not be required to incur or pay reimburse any costs or reasonable out-of-pocket expenses incurred by the Executive in connection with the rendering of any such cooperation. The Executive will shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) . The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and the attorney-in-factfact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s his behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business business, and which are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) . The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right, and to cooperate fully with the Company and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. This Section 13(b) 12 shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The As provided in California Labor Code Section 2870 (as presently codified), the Executive understands that, to the extent that this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted does not to apply to any invention Development of his for which a court rules no equipment, supplies, facilities or trade secret information of Company was used and which was developed entirely on his own time, unless (a) the Company agrees falls within such classes. (c) The Executive further agrees Development relates at the time of conception or reduction to cooperate fully with practice to the Company’s business, both during and after his employment with or actual or demonstrably anticipated research or development of Company; or (b) the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay Development results from any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and work the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentenceperformed for Company.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, developments and works of authorship, whether copyrightable, patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him or under his direction or jointly with others during his employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph (b) shall not apply to Developments that which do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Executive developed entirely not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee Executive agreement to assign certain classes of inventions made by an employeeExecutive, this Section 13(bparagraph (b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. The Executive also hereby waives all claims to moral rights in any Developments. (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) . The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and the attorney-in-factfact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s his behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive him or under his direction or jointly with others during his employment with by the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). Notwithstanding the foregoing, the term “Developments” does not include any written works and any software concepts that are unrelated to the Company’s business and are not created during Company time. (b) The Executive further Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rightshis right, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, and any other applications for registration of a proprietary right. This Section 13(bthis paragraph (b) shall not apply to Developments that which do not relate to the Executive developed entirely business or research and development conducted or planned to be conducted by the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Employee not during normal working hours, not on his own time without the Company’s premises and not using the Company’s equipmenttools, suppliesdevices, facilities, equipment or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or developmentInformation. The Executive Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(bparagraph (b) shall be interpreted not to apply to any invention which a court rules or and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) The Executive further Employee agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other foreign countries) relating to Developments. The Executive Employee shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) . The Executive Employee further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature of the Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and the attorney-in-factfact of the Employee, and the Executive Employee hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s his behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes.. Xxxxxx Employment Agreement – April 29, 2009 (c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.