Common use of Developments Clause in Contracts

Developments. The Executive agrees that all discoveries, inventions, processes, methods and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or products, whether patentable or subject to copyright protection and whether or not reduced to practice, during the period of the Executive's employment with the Company ("Developments"), shall be the sole property of the Company. The Executive agrees to, and hereby does, assign to the Company all of the Executive's right, title and interest throughout the world in and to all Developments. The Executive agrees that such Developments shall constitute works made for hire under the copyright laws of the United States and hereby assigns to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make and maintain adequate and current written records of all Developments, and the Executive shall disclose all developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developments.

Developments. (a) The Executive agrees that will make full and prompt disclosure to the Company of all inventions, creations, improvements, discoveries, inventionstrade secrets, secret processes, methods technology, know-how, copyrightable materials, methods, developments, software, and improvements, conceived, developed works of authorship or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsother creative works, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by him or under his direction or jointly with others during his employment by the Company, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company ("all of which are collectively referred to in this Agreement as “Developments"”), shall be the sole property of the Company. . (b) The Executive agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's his right, title and interest throughout the world in and to all DevelopmentsDevelopments and all related patents, patent applications, copyrights and copyright applications. However, this 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 not during normal working hours, not on the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. The Executive agrees that such Developments understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state that precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this subsection (b) shall be interpreted not to apply to any invention that a court rules and/or the United States Company agrees falls within such classes. The Executive also hereby waives all claims to moral rights in any Developments. (c) The Executive agrees to cooperate fully with the Company and hereby assigns to take such further actions as may be necessary or desirable, both during and after his employment with the Company, with respect to the Company all procurement, maintenance and enforcement of copyrights, patents and other proprietary intellectual property rights (both in the Executive may have in such United States and foreign countries) relating to Developments. The Executive shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and maintain adequate powers of attorney, that the Company may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Executive further agrees that if the Company is unable, after reasonable effort, to secure the signature of all Developmentsthe Executive on any such papers, the Chief Executive Officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive shall disclose all developments promptly, fully hereby irrevocably designates and in writing to appoints the Chief Executive Officer of the Company promptly after development of the same, as his agent and at attorney-in-fact to execute any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations such papers on his behalf and to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information actions as the Company may deem necessary or Developments which the Executive claims as his own desirable in order to protect its rights and intends to exclude from the restrictions set forth interests in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by under the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.

Developments. a) The Executive agrees that Employee will make full and prompt communication to the Company of all inventions, improvements, discoveries, inventionsmethods, processesdevelopments, methods software, and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by him/her or under his/her direction or jointly with others during his/her employment by the Company, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company (collectively, "Developments"), shall be the sole property of the Company. . b) The Executive Employee agrees to, to transfer and does hereby does, assign transfer to the Company (or any person or entity designated by the Company) all of the Executive's righthis/her rights, title and interest throughout the world in and to all Developments. The Executive agrees that such Developments shall constitute works made for hire under the copyright laws of the United States and hereby assigns to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make and maintain adequate and current written records of all Developments, and the Executive shall disclose all developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or related patents, patent applications, copyrights and copyright applications. However, this paragraph 2(b) shall not apply to Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does do not relate to the Company's present or planned business or to research and development of the Company and which are made by the Employee not during normal working hours, not on the Company's ongoing premises and not using the Company's tools, devices, equipment or planned research and development effortsProprietary Information. At If this Agreement is interpreted under the laws of any time at state that does not permit a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 2b will be interpreted not to apply to any invention which a court rules and/or the request of Company agrees falls within such classes. c) In the event that the Company decides that any Development is copyrightable or patentable or otherwise registrable, the Employee agrees to assist the Company (at its expense) in obtaining and at maintaining letters, patents, or other applicable registrations and in vesting the Company's expense)Company with full title. If the Company is unable to obtain the signature of the Employee on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other right or protection relating to any Development, the Executive shall execute all documents and perform all lawful acts Employee irrevocably appoints the Company considers necessary and each of its authorized officers and agents as the Employee's agent to do all lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, or advisable to secure its other rights hereunder or protection with the same force and to carry out effect as if executed and delivered by the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or DevelopmentsEmployee.

Developments. (a) The Executive agrees that Employee will make full and prompt disclosure to the Company of all inventions, ideas, concepts, improvements, discoveries, inventionsmethods, techniques, tools, formula, developments, enhancements, modifications, databases, processes, methods software, and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by the Employee or under the Employee’s direction or jointly with others during the Employee’s employment by the Company, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company ("all of which are collectively referred to in this Agreement as “Developments"”), shall be the sole property of the Company. . (b) The Executive Employee agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's Employee’s right, title and interest throughout the world in and to all Developments and all related intellectual property rights. Except as, and solely to the extent that, it may be necessary for the Employee to perform the Employee’s duties and fulfill the Employee’s obligations in the course of the Employee’s employment with the Company, the Company does not grant the Employee, and the Employee agrees that he/she will not receive, any license or right to use any Development or related intellectual property right. The Employee hereby also waives all claims to moral rights in any Developments. However, this paragraph 3(b) shall not apply to Developments that do not relate to the 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 the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. This paragraph 3(b) also shall not apply to any inventions that the Employee conceived of prior to the Employee’s employment with the Company, which invention(s) the Employee shall disclose on Exhibit A attached hereto. IF THERE ARE ANY SUCH INVENTIONS TO BE EXCLUDED UNDER THIS AGREEMENT, THE EMPLOYEE SHALL INITIAL HERE; OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH EXCLUSIONS. The Executive agrees that such Developments Employee understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state that precludes the requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 3(b) shall be interpreted not to apply to any invention that a court rules and/or the Company agrees falls within such classes. (c) The Employee agrees to cooperate fully with the Company, both during and after the Employee’s employment with the Company, with respect to the procurement, maintenance and enforcement of all copyrights, trademarks, patents, and other intellectual property rights (both in the United States and hereby assigns foreign countries) relating to any Development. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights, and powers of attorney, which the Company all copyrights, patents may deem necessary or desirable in order to protect its rights and other proprietary rights the Executive may have interests in such Developmentsany Development. The Executive Employee further agrees that if the Company is unable, after reasonable effort, to secure the signature of the Employee on any such papers, any executive officer of the Company shall make be entitled to execute any such papers as the agent and maintain adequate and current written records the attorney-in-fact of all Developmentsthe Employee, and the Executive shall disclose all developments promptly, fully Employee hereby irrevocably designates and in writing to appoints each executive officer of the Company promptly after development of as the sameEmployee’s agent and attorney-in-fact to execute any such papers on the Employee’s behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers may deem necessary or advisable desirable in order to secure protect its rights hereunder and to carry out interests in any Development, under the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.

Developments. (a) The Executive agrees that Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, inventionsmethods, processes, methods developments, software, and improvementsworks of authorship, conceivedwhether copyrightable, developed patentable or otherwise made not, which are created, made, conceived or reduced to practice by the Executive at any time, alone him or her or under his or her direction or jointly with others in any way relating to the Company's present during his or future business or productsher employment by KEYW, whether patentable or subject to copyright protection and whether or not reduced during normal working hours or on the premises of KEYW (all of which are collectively referred to practicein this Agreement as “Developments”). (b) To the extent that any Developments do not qualify as works made for hire, during the period of the Executive's employment with Employee hereby irrevocably assigns to the Company ("Developments")or any Affiliate, shall be the sole property of person or entity designated by the Company. The Executive agrees to, and hereby does, assign to the Company ) all of the Executive's his or her right, title and interest throughout the world in and to all DevelopmentsDevelopments and all related patents, patent applications, copyrights and copyright applications, trade secrets, trademarks and all other proprietary rights now or hereafter existing therein. However, this paragraph (b) shall not apply to Developments which do not relate to the present or planned business or research and development of KEYW and which are made and conceived by the Employee outside the scope of his or her employment, not during normal working hours, not on KEYW’s premises and not using KEYW’s tools, devices, equipment or Proprietary Information. The Executive agrees that such Developments Employee understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph (b) shall be interpreted not to apply to any invention which a court rules and/or the United States Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) The Employee agrees to cooperate fully with KEYW, both during and hereby assigns after his or her employment, with respect to the Company all procurement, maintenance and enforcement of copyrights, patents and other proprietary intellectual property rights (both in the Executive may have in such United States and foreign countries) relating to Developments. The Executive Employee shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and maintain adequate powers of attorney, which KEYW may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Employee further agrees that if KEYW is unable, after reasonable effort, to secure the signature of all Developmentsthe Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Executive shall disclose all developments promptly, fully Employee hereby irrevocably designates and in writing to appoints each executive officer of the Company promptly after development of the sameas his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers KEYW may deem necessary or advisable desirable in order to secure protect its rights hereunder and to carry out interests in any Development, under the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.

Developments. (i) The Executive agrees that shall make full and prompt disclosure to the Company of all inventions, improvements, discoveries, inventionsmethods, processesdevelopments, methods software, and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by the Executive or under his direction or jointly with others during the Employment Period, whether or not reduced to practice, during normal working hours or on the period premises of the ExecutiveCompany or the Company's employment with the Company Affiliates (collectively, "Developments"), shall be the sole property of the Company. . (ii) The Executive agrees to, to assign and does hereby does, assign to the Company (or any entity designated by the Company) all of the Executive's his right, title and interest throughout the world in and to all DevelopmentsDevelopments and all related patents, patent applications, copyrights and copyright applications. The Executive also hereby waives all claims to moral rights in any Developments. (iii) Notwithstanding anything to the contrary contained herein, the provisions of Sections 7(b)(i) and 7(b)(ii) hereof shall not apply to Developments which consist of products (and not of services) which do not relate to the present or planned business or research and development of the Company or the Company's Affiliates and which are made and conceived by the Executive not during normal working hours, not on the premises of the Company or the Company's Affiliates and not using the tools, devices, equipment or personnel of the Company or the Company's Affiliates or Proprietary Information. (iv) The Executive agrees that such Developments shall constitute works made for hire under to cooperate fully with the copyright laws Company or the Company's Affiliates, both during and after the Employment Period, with respect to the procurement, maintenance and enforcement of copyrights and patents (both in the United States and hereby assigns foreign countries) relating to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make and maintain adequate and current written records sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of all Developmentspriority rights, and the Executive shall disclose all developments promptlypowers of attorney, fully and in writing to which the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers Affiliates may deem reasonably necessary or advisable desirable in order to secure its protect their rights hereunder and to carry out the intent of this Section 5(D). At interests in any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or DevelopmentsDevelopment.

Developments. (a) The Executive agrees that Employee will make full and prompt disclosure to the Company of all inventions, ideas, concepts, improvements, discoveries, inventionsmethods, techniques, tools, formula, developments, enhancements, modifications, databases, processes, methods software and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, that are created, made, conceived or reduced to copyright protection and practice by the Employee or under the Employee’s direction or jointly with others during the Employee’s employment with the Company, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company ("all of which are collectively referred to in this Agreement as “Developments"”), shall be the sole property of the Company. . (b) The Executive Employee agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's Employee’s right, title and interest throughout the world in and to all Developments and all related intellectual property rights. Except as, and solely to the extent that, it may be necessary for the Employee to perform the Employee’s duties and fulfill the Employee’s obligations in the course of the Employee’s employment with the Company, the Company does not grant the Employee, and the Employee agrees that he/she will not receive, any license or right to use any Development or related intellectual property right. The Employee hereby also waives all claims to moral rights in any Developments. However, this Section 3(b) shall not apply to Developments that do not relate to the 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 the Company’s premises and not using the Company’s tools, devices, equipment or Confidential Information. This Section 3(b) also shall not apply to any inventions that the Employee conceived of prior to the Employee’s employment with the Company, which invention(s) the Employee shall disclose on Exhibit A attached hereto. IF THERE ARE ANY SUCH INVENTIONS TO BE EXCLUDED UNDER THIS AGREEMENT, THE EMPLOYEE SHALL INITIAL HERE; OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH EXCLUSIONS. ____ The Executive agrees that such Developments Employee understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state that precludes the requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 3(b) shall be interpreted not to apply to any invention that a court rules and/or the Company agrees falls within such classes. To the extent allowed by law, the Employee hereby grants to the Company an exclusive (even unto the Employee), irrevocable, fully paid up, worldwide license to make, use and sell any and all inventions for which assignment cannot be effected. (c) The Employee agrees to cooperate fully with the Company, both during and after the Employee’s employment with the Company, with respect to the procurement, maintenance and enforcement of all copyrights, trademarks, patents and other intellectual property rights (both in the United States and hereby assigns foreign countries) relating to any Development. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights and powers of attorney, that the Company all copyrights, patents may deem necessary or desirable in order to protect and other proprietary enforce its rights the Executive may have and interests in such Developmentsany Development. The Executive Employee further agrees that if the Company is unable, after reasonable effort, to secure the signature of the Employee on any such papers, any executive officer of the Company shall make be entitled to execute any such papers as the agent and maintain adequate and current written records the attorney-in-fact of all Developmentsthe Employee, and the Executive shall disclose all developments promptly, fully Employee hereby irrevocably designates and in writing to appoints each executive officer of the Company promptly after development of as the sameEmployee’s agent and attorney-in-fact for all countries worldwide to execute any such papers on the Employee’s behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request 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 sentence. Should the Company engage in litigation to enforce any such intellectual property rights, the Employee agrees to appear and testify at no charge, but at the Company's ’s expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developments.

Developments. (i) The Executive agrees that shall make full and prompt disclosure to the Company of all inventions, improvements, discoveries, inventionsmethods, processesdevelopments, methods software, and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by the Executive or under his direction or jointly with others during the Employment Period, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company ("Developments"), shall be the sole property of or the Company. ’s Affiliates (collectively, “Developments”). (ii) The Executive agrees to, to assign and does hereby does, assign to the Company (or any entity designated by the Company) all of the Executive's his right, title and interest throughout the world in and to all DevelopmentsDevelopments and all related patents, patent applications, copyrights and copyright applications. The Executive also hereby waives all claims to moral rights in any Developments. (iii) Notwithstanding anything to the contrary contained herein, the provisions of Sections 7(b)(i) and 7(b)(ii) hereof shall not apply to Developments which consist of products (and not of services) which do not relate to the present or planned business or research and development of the Company or the Company’s Affiliates and which are made and conceived by the Executive not during normal working hours, not on the premises of the Company or the Company’s Affiliates and not using the tools, devices, equipment or personnel of the Company or the Company’s Affiliates or Proprietary Information. (iv) The Executive agrees that such Developments shall constitute works made for hire under to cooperate fully with the copyright laws Company or the Company’s Affiliates, both during and after the Employment Period, with respect to the procurement, maintenance and enforcement of copyrights and patents (both in the United States and hereby assigns foreign countries) relating to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make and maintain adequate and current written records sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of all Developmentspriority rights, and the Executive shall disclose all developments promptlypowers of attorney, fully and in writing to which the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers ’s Affiliates may deem reasonably necessary or advisable desirable in order to secure its protect their rights hereunder and to carry out the intent of this Section 5(D). At interests in any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or DevelopmentsDevelopment.

Developments. (a) The Executive agrees that Employee will make full and prompt disclosure to the Company of all inventions, ideas, concepts, improvements, discoveries, inventionsmethods, techniques, tools, formula, developments, enhancements, modifications, databases, processes, methods software and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, that are created, made, conceived or reduced to copyright protection and practice by the Employee or under the Employee’s direction or jointly with others during the Employee’s employment by the Company, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company ("all of which are collectively referred to in this Agreement as “Developments"”), shall be the sole property of the Company. . (b) The Executive Employee agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's Employee’s right, title and interest throughout the world in and to all Developments and all related intellectual property rights. Except as, and solely to the extent that, it may be necessary for the Employee to perform the Employee’s duties and fulfill the Employee’s obligations in the course of the Employee’s employment with the Company, the Company does not grant the Employee, and the Employee agrees that he/she will not receive, any license or right to use any Development or related intellectual property right. The Employee hereby also waives all claims to moral rights in any Developments. However, this Section 3(b) shall not apply to Developments that do not relate to the 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 the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. This Section 3(b) also shall not apply to any inventions that the Employee conceived of prior to the Employee’s employment with the Company, which invention(s) the Employee shall disclose on Exhibit A attached hereto. IF THERE ARE ANY SUCH INVENTIONS TO BE EXCLUDED UNDER THIS AGREEMENT, THE EMPLOYEE SHALL INITIAL HERE; OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH EXCLUSIONS. The Executive agrees that such Developments Employee understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state that precludes the requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 3(b) shall be interpreted not to apply to any invention that a court rules and/or the Company agrees falls within such classes. To the extent allowed by law, the Employee hereby grants to the Company an exclusive (even unto the Employee), irrevocable, fully paid up, worldwide license to make, use and sell any and all inventions for which assignment cannot be effected. (c) The Employee agrees to cooperate fully with the Company, both during and after the Employee’s employment with the Company, with respect to the procurement, maintenance and enforcement of all copyrights, trademarks, patents and other intellectual property rights (both in the United States and hereby assigns foreign countries) relating to any Development. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights and powers of attorney, that the Company all copyrights, patents may deem necessary or desirable in order to protect and other proprietary enforce its rights the Executive may have and interests in such Developmentsany Development. The Executive Employee further agrees that if the Company is unable, after reasonable effort, to secure the signature of the Employee on any such papers, any executive officer of the Company shall make be entitled to execute any such papers as the agent and maintain adequate and current written records the attorney-in-fact of all Developmentsthe Employee, and the Executive shall disclose all developments promptly, fully Employee hereby irrevocably designates and in writing to appoints each executive officer of the Company promptly after development of as the sameEmployee’s agent and attorney-in-fact for all countries worldwide to execute any such papers on the Employee’s behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request 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 sentence. Should the Company engage in litigation to enforce any such intellectual property rights, the Employee agrees to appear and testify at no charge, but at the Company's ’s expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developments.

Developments. The Executive agrees that the Company shall own all discoveriesright, title and interest (including patent rights, copyrights, trade secret rights and other rights throughout the world) in any inventions, processesworks of authorship, methods and improvements, conceived, developed ideas or otherwise information made by the Executive at any time, alone or with others in any way relating to the Company's present conceived or future business or products, whether patentable or subject to copyright protection and whether or not reduced to practice, in whole or in part, by the Executive (either alone or with others) during the period Employment Term (collectively “Developments”); provided, that the Company shall not own any of the Executive's employment with foregoing (which shall not constitute “Developments”) for which no equipment, supplies, facility or trade secret information of the Company Group was used and which were developed entirely on the Executive’s time, and ("Developments")x) which do not relate (A) to the business of the Company Group or (B) to the Company Group’s actual or demonstrably anticipated research or development, shall be or (y) which do not result from any work performed by the sole property Executive for the Company Group. Subject to the foregoing, the Executive will promptly and fully disclose to the Company, or any persons designated by it, any and all Developments made or conceived or reduced to practice or learned by the Executive, either alone or jointly with others during the Employment Term. The Executive hereby assigns all right, title and interest in and to any and all of these Developments to the Company. The Executive agrees toshall further assist the Company, at the Company’s expense, to further evidence, record and perfect such assignments, and hereby doesto perfect, assign obtain, maintain, enforce, and defend any rights specified to the Company all of the Executive's right, title and interest throughout the world in and to all Developmentsbe so owned or assigned. The Executive agrees hereby irrevocably designates and appoints the Company and its agents as attorneys-in-fact to act for and on the Executive’s behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by the Executive. In addition, and not in contravention of any of the foregoing, the Executive acknowledges that such Developments shall constitute all original works of authorship which are made by him (solely or jointly with others) within the scope of employment and which are protectable by copyright are “works made for hire under the copyright laws of hire,” as that term is defined in the United States and hereby assigns to the Company all copyrightsCopyright Act (17 USCA, patents and other proprietary rights § 101). The obligations of the Executive may have in such Developments. The Executive described herein shall make and maintain adequate and current written records of all Developments, and continue beyond the Executive shall disclose all developments promptly, fully and in writing to the Company promptly after development conclusion of the sameEmployment Term with respect to inventions, and at any time upon requestdiscoveries, providedimprovements or copyrightable works initiated, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information conceived or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by during the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or DevelopmentsEmployment Term.

Developments. (a) The Executive agrees that will make full and prompt disclosure to the Bank of all inventions, creations, improvements, discoveries, inventionstrade secrets, secret processes, methods technology, know-how, copyrightable materials, methods, developments, software, and improvements, conceived, developed works of authorship or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsother creative works, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by the Executive or under the Executive’s direction or jointly with others during the Executive’s employment by the Bank, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company Bank ("all of which are collectively referred to in this Agreement as “Developments"”), shall be the sole property of the Company. . (b) The Executive agrees to, to assign and does hereby does, assign to the Company Bank (or any person or entity designated by the Bank) all of the Executive's ’s right, title and interest throughout the world in and to all DevelopmentsDevelopments and all related patents, patent applications, copyrights and copyright applications. However, this 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 Bank at the time such Development is created, made, conceived or reduced to practice and that are made and conceived by the Executive not during normal working hours, not on the Bank’s premises and not using the Bank’s tools, devices, equipment or Proprietary Information. The Executive agrees that such Developments understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state that preclude a requirement in an employment agreement to assign certain classes of inventions made by an employee, this subsection (b) shall be interpreted not to apply to any invention that a court rules and/or the United States Bank agrees falls within such classes. The Executive also hereby waives all claims to moral rights in any Developments and hereby assigns consents to the Company all Bank’s use and/or publication of any image or picture depicting the Executive either during or after the Executive’s employment with the Bank. (c) The Executive agrees to cooperate fully with the Bank and to take such further actions as may be necessary or desirable, both during and after his or her employment with the Bank, with respect to the procurement, maintenance and enforcement of copyrights, patents and other proprietary intellectual property rights (both in the Executive may have in such United States and foreign countries) relating to Developments. The Executive shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and maintain adequate powers of attorney, that the Bank may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Executive further agrees that if the Bank is unable, after reasonable effort, to secure the signature of all Developmentsthe Executive on any such papers, the President of the Bank shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive shall disclose all developments promptly, fully hereby irrevocably designates and in writing to appoints the Company promptly after development President of the same, Bank as the Executive’s agent and at attorney-in-fact to execute any time upon request, provided, however, that developments excluded under such papers on the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations Executive’s behalf and to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information actions as the Bank may deem necessary or Developments which the Executive claims as his own desirable in order to protect its rights and intends to exclude from the restrictions set forth interests in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by under the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.

Developments. (a) The Executive agrees that to make and will make full and prompt disclosure to the Company of all inventions, know-how, improvements, product ideas, new products, discoveries, inventionsmethods, processesdevelopments, methods software, and improvementsworks of authorship, whether or not patentable and whether or not copyrightable, and all other intellectual property rights, including but not limited to patents, copyrights, copyrightable works, trade secrets and trademarks, and all books, schematics, magnetic files and written records related thereto which are or were created, made, conceived, developed reduced to practice by or otherwise made became owned by the Executive at any time, alone or under his direction or jointly with others either (i) during his employment whether or not during normal working hours or on the premises of the Company, or (ii) prior to his employment by the Company if used by the Company during his employment by the Company, in any way relating either event, to the extent relevant to the Company's present or future business business, including but not limited to, its techniques, developments, projects or products, whether patentable or subject but excluding systems, methods and techniques used prior to copyright protection and whether or not reduced to practice, during the period of the Executive's his employment with by the Company (all of which, whether disclosed or not, are collectively referred to in this Agreement as "Developments"), shall be the sole property of the Company. . (b) The Executive agrees toto assign and does hereby assign, convey and hereby does, assign transfer to the Company (or any person or entity designated by the Company) all of the Executive's righthis rights, title and interest throughout the world in and to all Developments. ; provided that the Executive may use Developments described in (a)(ii) above in a manner that complies with terms set forth in Section 7 (Non-Compete) and Section 8.1 (Proprietary Information) hereof. (c) The Executive agrees that such Developments shall constitute works made for hire under to cooperate fully with the copyright laws Company, both during and after his employment with the Company, with respect to the worldwide procurement, maintenance and enforcement, including assistance or cooperation in legal proceedings, of copyrights, patents and similar protections (both in the United States and hereby assigns foreign countries) relating to Developments; and, if such cooperation by the Executive is required after the Executive has ceased to be employed by the Company, then the Company all copyrights, patents and other proprietary rights will reimburse the Executive may have for any expenses reasonably incurred by Executive in connection with such Developmentscooperation. The Executive shall make and maintain adequate and current written records sign all papers, copyright applications, assignments, declarations, powers of all Developmentsattorney, patent applications, and the Executive shall disclose all developments promptlyother related or necessary documents, fully and in writing to which the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers may deem necessary or advisable desirable in order to secure enforce and/or protect its rights hereunder and to carry out the intent of this Section 5(D). At interests in any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information Developments or Developmentsany Proprietary Information.

Developments. i. The Executive agrees that shall make full and prompt disclosure to the Company of all inventions, improvements, discoveries, inventionsmethods, processesdevelopments, methods software, and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by the Executive or under his direction or jointly with others during the Employment Period, whether or not reduced to practice, during normal working hours or on the period premises of the ExecutiveCompany or the Company's employment with the Company Affiliates (collectively, "Developments"), shall be the sole property of the Company. ii. The Executive agrees to, to assign and does hereby does, assign to the Company (or any entity designated by the Company) all of the Executive's his right, title and interest throughout the world in and to all Developments and all related patents, patent applications, copyrights and copyright applications. The Executive also hereby waives all claims to moral rights in any Developments. iii. Notwithstanding anything to the contrary contained herein, the provisions of Sections 10(b)(i) and 10(b)(ii) hereof shall not apply to Developments which consist of products (and not of services) which do not relate to the present or planned business or research and development of the Company or the Company's Affiliates and which are made and conceived by the Executive not during normal working hours, not on the premises of the Company or the Company's Affiliates and not using the tools, devices, equipment or personnel of the Company or the Company's Affiliates or Proprietary Information. iv. The Executive agrees that such Developments shall constitute works made for hire under to cooperate fully with the copyright laws Company or the Company's Affiliates, both during and after the Employment Period, with respect to the procurement, maintenance and enforcement of copyrights and patents (both in the United States and hereby assigns foreign countries) relating to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make and maintain adequate and current written records sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of all Developmentspriority rights, and the Executive shall disclose all developments promptlypowers of attorney, fully and in writing to which the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers Affiliates may deem reasonably necessary or advisable desirable in order to secure its protect their rights hereunder and to carry out the intent of this Section 5(D). At interests in any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or DevelopmentsDevelopment.

Developments. The Executive agrees that all discoveries, inventions, processes, methods and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or products, whether patentable or subject to copyright protection and whether or not reduced to practice, during the period of the Executive's employment with the Company ("Developments"), Developments shall be the sole and exclusive property of the Company. The Executive agrees to, and hereby does, assign to the Company Company, without any further consideration, all of the Executive's ’s right, title and interest throughout the world in and to all Developments. The Executive agrees that all such Developments shall that are copyrightable may constitute works made for hire under the copyright laws of the United States and, as such, acknowledges that the Company is the author of such Developments and owns all of the rights comprised in the copyright of such Developments. The Executive hereby assigns to the Company without any further consideration, and at the Company’s sole expense, all copyrights, patents of the rights comprised in the copyright and other proprietary rights the Executive may have in any such DevelopmentsDevelopment to the extent that it might not be considered a work made for hire. The Executive shall make and maintain adequate and current written records of all Developments, Developments and the Executive shall disclose all developments Developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph . This Section 6.D shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations not apply to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information Developments that were solely or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed jointly made by the Executive prior to employment with the commencement of his employment by Company (collectively referred to here as “Prior Inventions”), which are listed and described in Exhibit 1 to this Agreement, and are not assigned to the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made If no such list is attached, Executive represents that there are no Prior Inventions. If Executive has incorporated a Prior Invention owned by the Executive (a) or in which is developed by the Executive without the use has an interest into a product or service of the Company's property , then the Company is granted and will have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to any and all rights, including without limitation, to make, use, sell, offer for sale, import, copy, distribute or facilitiesotherwise make available, modify, prepare derivative work of the Prior Invention, including the right to sublicense and assign all use rights in connection with such product or service. Additionally, the Executive understands that nothing in this Agreement shall require the Executive to assign any inventions to the Company that (bi) which does not make any use of confidential informationis made, (c) which is developed conceived and reduced to practice entirely by the Executive Executive, entirely on his the Executive’s own time, and (d) which does not relate to the Company's business without use of any facilities, equipment, resources or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request Confidential Information of the Company, (ii) is not related or applicable to the then current or demonstrably anticipated business or research and development of the Company, and (iii) did not result from any work performed by the Executive for the Company, all as provided by California Labor Code Section 2870 which reads as follows: (a) Any provision in an employment agreement which provides that an employee shall return promptly assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the Company all employer’s business, or actual or demonstrably anticipated research or development of the Company's propertyemployer; or (2) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), including all copies the provision is against the public policy of all confidential information or Developmentsthis state and is unenforceable.”

Developments. (a) The Executive agrees that to make and will make full and prompt disclosure to the Company of all inventions, know-how, improvements, product ideas, new products, discoveries, inventionsmethods, processesdevelopments, methods software, and improvementsworks of authorship, whether or not patentable and whether or not copyrightable, and all other intellectual property rights, including but not limited to patents, copyrights, copyrightable works, trade secrets and trademarks, and all books, schematics, magnetic files and written records related thereto which are or were created, made, conceived, developed reduced to practice by or otherwise made became owned by the Executive at any time, alone or under his direction or jointly with others in any way relating during his employment whether or not during normal working hours or on the premises of the Company to the extent relevant to the Company's present or future business, as contemplated under the most recent version of the business plan as of the Effective Date, including but not limited to, its techniques, developments, projects or products, whether patentable or subject but excluding systems, methods and techniques used prior to copyright protection and whether or not reduced to practice, during the period of the Executive's his employment with by the Company (all of which, whether disclosed or not, are collectively referred to in this Agreement as "Developments"). Notwithstanding anything contained in this Section 8.2 to the contrary, Developments shall be not include the sole property patents held by the Executive prior to his commencement of his employment with the Company. . (b) The Executive agrees toto assign and does hereby assign, convey and hereby does, assign transfer to the Company (or any person or entity designated by the Company) all of the Executive's righthis rights, title and interest throughout the world in and to all Developments. ; provided that the Executive may use Developments described in (a)(ii) above in a manner that complies with terms set forth in Section 7 (Non-Compete) and Section 8.1 (Proprietary Information) hereof. (c) The Executive agrees that such Developments shall constitute works made for hire under to cooperate fully with the copyright laws Company, both during and after his employment with the Company, with respect to the worldwide procurement, maintenance and enforcement, including assistance or cooperation in legal proceedings, of copyrights, patents and similar protections (both in the United States and hereby assigns foreign countries) relating to Developments; and, if such cooperation by the Executive is required after the Executive has ceased to be employed by the Company, then the Company all copyrights, patents and other proprietary rights will reimburse the Executive may have for any expenses reasonably incurred by Executive in connection with such Developmentscooperation. The Executive shall make and maintain adequate and current written records sign all papers, copyright applications, assignments, declarations, powers of all Developmentsattorney, patent applications, and the Executive shall disclose all developments promptlyother related or necessary documents, fully and in writing to which the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers may deem necessary or advisable desirable in order to secure enforce and/or protect its rights hereunder and to carry out the intent of this Section 5(D). At interests in any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information Developments or Developmentsany Proprietary Information.

Developments. (a) The Executive agrees that will make full and prompt disclosure to the Company of all inventions, creations, improvements, discoveries, inventionstrade secrets, secret processes, methods technology, know-how, copyrightable materials, methods, developments, software, and improvements, conceived, developed works of authorship or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsother creative works, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by him or under his direction or jointly with others during his employment by the Company, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company (all of which are collectively referred to in this Agreement as "Developments"), shall be the sole property of the Company. . (b) The Executive agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's his right, title and interest throughout the world in and to all DevelopmentsDevelopments and all related patents, patent applications, copyrights and copyright applications. However, this 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 not during normal working hours, not on the Company's premises and not using the Company's tools, devices, equipment or Proprietary Information. The Executive agrees that such Developments understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state that precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this subsection (b) shall be interpreted not to apply to any invention that a court rules and/or the United States Company agrees falls within such classes. The Executive also hereby waives all claims to moral rights in any Developments. (c) The Executive agrees to cooperate fully with the Company and hereby assigns to take such further actions as may be necessary or desirable, both during and after his employment with the Company, with respect to the Company all procurement, maintenance and enforcement of copyrights, patents and other proprietary intellectual property rights (both in the Executive may have in such United States and foreign countries) relating to Developments. The Executive shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and maintain adequate powers of attorney, that the Company may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Executive further agrees that if the Company is unable, after reasonable effort, to secure the signature of all Developmentsthe Executive on any such papers, the Chief Executive Officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive shall disclose all developments promptly, fully hereby irrevocably designates and in writing to appoints the Chief Executive Officer of the Company promptly after development of the same, as his agent and at attorney-in-fact to execute any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations such papers on his behalf and to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information actions as the Company may deem necessary or Developments which the Executive claims as his own desirable in order to protect its rights and intends to exclude from the restrictions set forth interests in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by under the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.

Developments. (a) The Executive agrees that Employee will make full and prompt disclosure to the Company of all discoveries, inventions, improvements, enhancements, processes, methods methods, techniques, developments, software, and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by him/her or under his direction or jointly with others during his employment by the Company, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company ("all of which are collectively referred to in this Agreement as “Developments"”), shall be the sole property of the Company. . (b) The Executive Employee agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's his/her right, title and interest throughout the world in and to all DevelopmentsDevelopments and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 3(b) shall not apply to Developments which do not relate to the harness 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 the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. The Executive agrees that such Developments Employee understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 3(h) shall be interpreted not to apply to any invention which a court rules and/or the United States Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) The Employee agrees to cooperate fully with the Company, both during and hereby assigns after his employment with the Company, with respect to the Company all procurement, maintenance and enforcement of copyrights, patents and other proprietary intellectual property rights (both in the Executive may have in such United States and foreign countries) relating to Developments. The Executive Employee shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and maintain adequate powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Employee further agrees that if the Company is unable, after reasonable effort, to secure the signature of all Developmentsthe Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney -in-fact of the Employee, and the Executive shall disclose all developments promptly, fully Employee hereby irrevocably designates and in writing appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers (with respect to the Company promptly after development procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the sameUnited States and foreign countries) relating to Developments) on his/her behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers may deem necessary or advisable desirable in order to secure protect its rights hereunder and to carry out interests in any Development, under the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.

Developments. (a) The Executive agrees that Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, inventionsmethods, processesdevelopments, methods software, graphic designs and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by him/her or under his/her direction or jointly with others during his/her employment by the Company, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company ("all of which are collectively referred to in this Agreement as “Developments"”), shall be the sole property of the Company. . (b) The Executive Employee agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's his/her right, title and interest throughout the world in and to all DevelopmentsDevelopments and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 2(b) shall not apply to Developments which do not relate to the 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 the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. The Executive agrees that such Developments Employee understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 2(b) shall be interpreted not to apply to any invention which a court rules and/or the United States Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) The Employee agrees to cooperate fully with the Company, both during and hereby assigns after his/her employment with the Company, with respect to the Company all procurement, maintenance and enforcement of copyrights, patents and other proprietary intellectual property rights (both in the Executive may have in such United States and foreign countries) relating to Developments. The Executive Employee shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and maintain adequate powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Employee further agrees that if the Company is unable, after reasonable effort, to secure the signature of all Developmentsthe Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Executive shall disclose all developments promptly, fully Employee hereby irrevocably designates and in writing to appoints each executive officer of the Company promptly after development of the sameas his/her agent and attorney-in-fact to execute any such papers on his/her behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers may deem necessary or advisable desirable in order to secure protect its rights hereunder and to carry out interests in any Development, under the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.

Developments. The Executive agrees acknowledges that all discoveries, inventions, processes, methods and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or products, whether patentable or subject at the Company’s expense, has acquired, created and maintains, and will continue to copyright protection acquire, create and whether or not reduced to practicemaintain, during the period of the Executive's employment significant goodwill with the Company ("Developments")its current and prospective customers, shall be the sole vendors and employees, and that such goodwill is valuable property of the Company. The Executive agrees to, and hereby does, assign further acknowledges that to the Company all of extent such goodwill will be generated through the Executive's right’s efforts, title such efforts will be funded by the Company and interest throughout the world in and to all DevelopmentsExecutive will be fairly compensated for such efforts. The Executive agrees acknowledges that such Developments all goodwill developed by the Executive relative to the Company’s customers, vendors and employees will be the sole and exclusive property of the Company and will not be personal to the Executive. In consideration for the Executive’s employment with the Company, the receipt and sufficiency of which is hereby acknowledged, the Executive hereby covenants that: 6.5.1 All work, designs, materials (tangible and intangible) and products produced, developed, created or completed by the Executive on behalf of the Company during the Effective Period shall constitute works be deemed “work made for hire hire,” as such term is defined under the copyright laws of the United States and hereby assigns to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make and maintain adequate and current written records of all DevelopmentsStates, and the Executive shall disclose all developments promptly, fully and in writing are expressly intended to the Company promptly after development of the samebe wholly owned, and at any time upon requestall copyright rights therein to be held, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There To the extent that any such copyrightable works may not, by operation of law, be works for hire, the executive agrees to and hereby does assign to the Company ownership of all copyright rights in those works. Each Person within the Company shall also have the right to obtain and hold in his/her own name copyrights, registrations and similar protection which may be excluded available for those works. The Executive agrees to give the Company all assistance it may reasonably require to secure or protect those rights. 6.5.2 All discoveries, developments, ideas, improvements, modifications, innovations, inventions, processes, programs, operating instructions, manuals, documentation, discs, tapes, written materials, systems, techniques, hardware, software, test procedures or other things, whether or not patentable (referred to herein as “Inventions”), that are made, conceived or reduced to practice by the Executive, while employed by the Company, solely or with others, whether or not during working hours or on the Company’s premises, and that (i) relate to the Business or actual or demonstrably anticipated research or development or a reasonable or contemplated expansion thereof, or (ii) result from the restrictions set forth in the previous paragraph any Development made work performed by the Executive for the Company, or (aiii) which is are developed on the Company’s time or using the Company’s equipment, supplies, facilities or trade secret information, or (iv) are based upon or are related to trade secrets and other confidential information of the Company shall be the property of, and shall promptly be disclosed by the Executive without the use of to the Company's . 6.5.3 At any time during or after the Effective Period, the Executive shall, without further compensation but at the Company’s sole expense, sign all papers and cooperate in all other acts reasonably required to secure or protect the Company’s rights in all such property identified in subsection 6.5.1 and 6.5.2 above, including without limitation executing written assignments therefor and applying for, obtaining and enforcing copyrights or facilities, (b) which does not make patents thereon in any use of confidential information, (c) which and all countries. In the event that the Executive is developed unable or unavailable or shall refuse to sign any lawful or necessary documents required in order for the Company to apply for and obtain any copyright or patent with respect to any work performed by the Executive entirely on his own timeunder this Agreement (including applications or renewals, and (d) which does not relate to the Company's business extensions, divisions or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expensecontinuations), the Executive shall hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agents and attorneys-in-fact to act for and in the Executive’s behalf, and in Executive’s place and stead, to execute all and file any such applications or documents and perform to do all lawful other lawfully permitted acts to further the Company considers necessary or advisable prosecution and issuance of copyrights and patents with respect to secure its rights hereunder such new developments with the same legal force and to carry out effect as if executed by the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or DevelopmentsExecutive.

Developments. (a) The Executive agrees that all discoveries, inventions, processes, methods will make full and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or products, whether patentable or subject to copyright protection and whether or not reduced to practice, during the period of the Executive's employment with the Company ("Developments"), shall be the sole property of the Company. The Executive agrees to, and hereby does, assign prompt disclosure to the Company all of the Executive's right, title and interest throughout the world in and to all Developments. The Executive agrees that such Developments shall constitute works made for hire under the copyright laws of the United States and hereby assigns to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make and maintain adequate and current written records of all Developmentsinventions, improvements discoveries, methods, developments, software, and works of authorship, whether, patentable or not, which are created, made, conceived or reduced to practice by him or under his direction or jointly with others during the Executive shall disclose all developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement Term of his employment by the Company. There shall also be excluded from , whether or not during normal working hours or on the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use premises of the Company's property or facilities, Company (all of which are collectively referred to in this Agreement as "Developments") . (b) which The Executive agrees to assign and does not make hereby assign to the Company (or any use of confidential information, (c) which is developed person or entity designated by the Executive entirely on Company all his own timeright, title and (dinterest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this ss.9(b) shall not apply to Developments which does do not relate to the Company's employment duties of the Executive or the present or planned business or to research and development of the Company and which are made and conceived by the Executive not during normal working hours, not on the Company's ongoing Premises and not using the Company's tools, devices, equipment or planned research and development effortsProprietary Information. At The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any time at the request jurisdiction which precludes a requirement in an employee agreement to assign certain classes of inventions in an employee, this ss.9(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 agrees to cooperate fully with the Company, both during and after the Term of his 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 foreign countries) relating to Developments. The Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments and assignments of priority rights, which the Company reasonably deems necessary or desirable in order to protect its rights and interests in any Development. (d) The Executive hereby represents that, except as the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable may otherwise have disclosed in writing to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of his employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party. The Executive further represents that his performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by the Executive in confidence or in trust prior to his employment with the Company, and the Executive will not disclose to the Company all or induce the Company's property, including all copies of all Company to use any confidential or proprietary information or Developmentsmaterial belonging to any previous employer or others. (e) The Executive 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 Company regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. The Executive agrees to be bound by all such obligations and restrictions which are made known to the Executive and are not contrary to his rights hereunder or under applicable law, and to take all action necessary to discharge the obligations of the Company under such agreements.

Developments. (a) The Executive Employee agrees that all discoveriesto immediately communicate to the Board of Directors of the Corporation or to such other individual the Board of Directors may designate, inventions, processes, methods a full and improvements, complete disclosure of each Development (as defined in subsection (e) below) conceived, developed made, or otherwise made developed by the Executive at any timeEmployee prior to December 31, alone or with others in any way relating to 1992 during the Company's present or future business or productsterm of his employment hereunder and during the two (2) year covenant period per paragraph 14., whether patentable solely or subject to copyright protection jointly with others, and whether or not reduced while actually engaged in performing work for the Corporation. (b) The Employee agrees to practice, during the period of the Executive's employment with the Company ("Developments"), shall be the sole property of the Company. The Executive agrees to, assign and hereby does, assign transfer to the Company all of the Executive's Corporation, without any separate remuneration or compensation, his entire right, title and interest throughout the world in and to all Developments. The Executive agrees that such Developments shall constitute works made for hire under the copyright laws of the and any United States and hereby assigns to the Company all copyrightsforeign patent, patents copyright and any other proprietary rights the Executive may have in and respect to all such Developments, conceived, made or otherwise developed by the Employee after December 31, 1992 and during the term of his employment hereunder, whether a full or partial interest, and whether or not while engaged in performing work for the Corporation. The Executive Employee understands and agrees that the Corporation will determine, in its sole and absolute discretion, whether an application for a copyright, patent or other proprietary right registration will be filed on the Employee's Development and whether any such application will be abandoned prior to issuance of a patent, copyright or other proprietary right registration. (c) The Employee shall make take such action including, but not limited to, execution, acknowledgment, delivery and maintain adequate assistance in preparation of documentation as may reasonably be requested by the Corporation for the Implementation or continuing performance of subsection 17. (b) of this Agreement. Without limiting the generality of the foregoing, the Employee shall execute, acknowledge, deliver and current written records assist in preparing such instrument of conveyance, patent or copyright application, or assignment or further assurance as the Corporation may reasonably request, to evidence, transfer, vest and confirm the right, title and interest transferred or granted or to be transferred or granted to the Corporation under subsection 17. (b) of this Agreement. The Employee shall not contest the validity of any patent, copyright or other proprietary right, either United States or foreign, which is transferred, conveyed, granted, vested or otherwise assured to the Corporation for concepts or inventions conceived or invented after December 85 31, 1992, or while an Employee, to which the Employee made any contribution or in which the Employee participated in any way, and shall not assist any other party in any way to contest the validity of such patent, copyright, or proprietary right. (d) The Employee has prepared and attached hereto as Exhibit "A" a list of all Developmentsinventions, developments, patent applications and patents that were made, developed, conceived or first reduced to practice by the Employee prior to December 31, 1992 and the Executive shall disclose all developments promptly, fully and in writing to the Company promptly after development commencement of the same, and at any time upon request, provided, however, term of his employment hereunder that developments excluded under are subject to prior agreements or that the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends Employee desires to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Companythis Agreement. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which If no such list is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense)attached, the Executive shall execute all documents Employee represents and perform all lawful acts the Company considers necessary warrants that there are no such inventions, developments, patent applications or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D)patents. At (e) "Developments" means (1) any time upon the request of the Companyinvention, the Executive shall return promptly to the Company all the Company's propertydiscovery, including all copies of all confidential information concept or Developments.idea, whether or not patentable; (2) any writing, drawing, design or other creative expression, whether or not copyright or trademark applications are filed thereon; (3) any computer program, discovery, idea, device, process, design, development, improvement, conception, concept, application, technique or know-how; or

Developments. The Executive agrees that (a) Danziger will make full and prompt disclosure to the Coxxxxx xf all Inventions, improvements, discoveries, inventionsmethods, processesdevelopments, methods software, and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection practice by her or under her direction or jointly with others during her employment by the Company and during the term of this Agreement, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company (all of which are collectively referred to in this Agreement as "DevelopmentsDEVELOPMENTS."), shall be the sole property of the Company. The Executive (b) Danziger agrees to, to assign and does hereby does, assign to the Company Coxxxxx (xr any person or entity designated by the Company) all of the Executive's her right, title and interest throughout the world in and to all DevelopmentsDevelopments and all related 5 patents, patent applications, copyrights and copyright applications. The Executive agrees that such However, this paragraph 2.2(b) shall not apply to Developments shall constitute works which do not relate to the present or planned business or research and development of the Company and which are made for hire under and conceived by Danziger not during normal working hours, not on the copyright Company'x xxxxises and not using the Company's tools, devices, equipment or Proprietary Information. Danziger understands that, to the extent this Agreement shxxx xx construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 2.2(b) shall be interpreted not to apply to any invention which a court rules and/or the United States and Company agrees falls within such classes. Danziger also hereby assigns waives all claims to moral rights in axx Xxxxxopments. (c) Danziger agrees to cooperate fully with the Company, both dxxxxx xxd after her employment with the Company, with respect to the Company all procurement, maintenance and enforcement of copyrights, patents and other proprietary intellectual property rights (both in the Executive may have in such United States and foreign countries) relating to Developments. The Executive Danziger shall make and maintain adequate and current written records sign all papers, including, without limitatiox, xxxxright applications, patent applications, declarations, oaths, formal assignments, assignments of all Developmentspriority rights, and the Executive shall disclose all developments promptlypowers of attorney, fully and in writing to which the Company promptly may deem necessary or desirable in order to protect its rights and interests in any Development. Danziger further agrees that if the Company is unable, after development xxxxxxable effort, to secure the signature of Danziger on any such papers, any executive officer of the sameCxxxxxx xhall be entitled to execute any such papers as the agent and the attorney-in-fact of Danziger, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, Danziger hereby irrevocably designates and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request appoints eaxx exexxxxxx officer of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts whether now employed by the Company considers or hereafter employed) as her agent and attorney-in-fact to execute any such papers on her behalf, and to take any and all actions as the Company may deem necessary or advisable desirable in order to secure protect its rights hereunder and to carry out interests in any Development, under the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.

Developments. (a) The Executive agrees that will make full and prompt disclosure to the Company of all inventions, creations, improvements, discoveries, inventionstrade secrets, secret processes, methods technology, know-how, copyrightable materials, methods, developments, software, and improvements, conceived, developed works of authorship or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsother creative works, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by him or under his direction or jointly with others during his employment by the Company, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company ("all of which are collectively referred to in this Agreement as “Developments"”), shall be the sole property of the Company. . (b) The Executive agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's his right, title and interest throughout the world in and to all DevelopmentsDevelopments and all related patents, patent applications, copyrights and copyright applications. However, this 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 not during normal working hours, not on the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. The Executive agrees that such Developments understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state that precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this subsection (b) shall be interpreted not to apply to any invention that a court rules and/or the United States Company agrees falls within such classes. The Executive also hereby waives all claims to moral rights in any Developments. (c) The Executive agrees to cooperate fully with the Company and hereby assigns to take such further actions as may be necessary or desirable, both during and after his employment with the Company, with respect to the Company all procurement, maintenance and enforcement of copyrights, patents and other proprietary intellectual property rights (both in the Executive may have in such United States and foreign countries) relating to Developments. The Executive shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and maintain adequate powers of attorney, that the Company may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Executive further agrees that if the Company is unable, after reasonable effort, to secure the signature of all Developmentsthe Executive on any such papers, the Executive Vice President of Research and Development or the General Counsel of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive shall disclose all developments promptly, fully hereby irrevocably designates and in writing to appoints the Executive Vice President of Research and Development or the General Counsel of the Company promptly after development of the same, as his agent and at attorney-in-fact to execute any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations such papers on his behalf and to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information actions as the Company may deem necessary or Developments which the Executive claims as his own desirable in order to protect its rights and intends to exclude from the restrictions set forth interests in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by under the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.

Developments. (a) The Executive Employee agrees that all discoveriesto immediately communicate to the Board of Directors of the Corporation or to such other individual the Board of Directors may designate, inventions, processes, methods a full and improvements, complete disclosure of each Development (as defined in subsection (e) below) conceived, developed made, or otherwise made developed by the Executive at any timeEmployee prior to December 31, alone or with others in any way relating to 1992 during the Company's present or future business or productsterm of his employment hereunder and during the two (2) year covenant period per paragraph 14., whether patentable solely or subject to copyright protection jointly with others, and whether or not reduced while actually engaged in performing work for the Corporation. (b) The Employee agrees to practice, during the period of the Executive's employment with the Company ("Developments"), shall be the sole property of the Company. The Executive agrees to, assign and hereby does, assign transfer to the Company all of the Executive's Corporation, without any separate remuneration or compensation, his entire right, title and interest throughout the world in and to all Developments. The Executive agrees that such Developments shall constitute works made for hire under the copyright laws of the and any United States and hereby assigns to the Company all copyrightsforeign patent, patents copyright and any other proprietary rights the Executive may have in and respect to all such Developments, conceived, made or otherwise developed by the Employee after December 31, 1992 and during the term of his employment hereunder, whether a full or partial interest, and whether or not while engaged in performing work for the Corporation. The Executive Employee understands and agrees that the Corporation will determine, in its sole and absolute discretion, whether an application for a copyright, patent or other proprietary right registration will be filed on the Employee's Development and whether any such application will be abandoned prior to issuance of a patent, copyright or other proprietary right registration. (c) The Employee shall make take such action including, but not limited to, execution, acknowledgment, delivery and maintain adequate assistance in preparation of documentation as may reasonably be requested by the Corporation for the Implementation or continuing performance of subsection 17. (b) of this 133 (d) The Employee has prepared and current written records attached hereto as Exhibit "A" a list of all Developmentsinventions, developments, patent applications and patents that were made, developed, conceived or first reduced to practice by the Employee prior to December 31, 1992 and the Executive shall disclose all developments promptly, fully and in writing to the Company promptly after development commencement of the same, and at any time upon request, provided, however, term of his employment hereunder that developments excluded under are subject to prior agreements or that the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends Employee desires to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Companythis Agreement. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which If no such list is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense)attached, the Executive shall execute all documents Employee represents and perform all lawful acts the Company considers necessary warrants that there are no such inventions, developments, patent applications or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D)patents. At (e) "Developments" means (1) any time upon the request of the Companyinvention, the Executive shall return promptly to the Company all the Company's propertydiscovery, including all copies of all confidential information concept or Developments.idea, whether or not patentable; (2) any writing, drawing, design or other creative expression, whether or not copyright or trademark applications are filed thereon; (3) any computer program, discovery, idea, device, process, design, development, improvement, conception, concept, application, technique or know-how; or

Developments. The Executive agrees that (a) Employee will make full and prompt disclosure to the Company of all inventions, original works or authorship, improvements, modifications, discoveries, inventionscreations, processesmethods, methods processes and improvements, conceived, developed developments which are within the scope of the Company’s actual or otherwise reasonably anticipated business and which are made or conceived by the Executive at any time, Employee alone or together with others in any way relating to during the Company's present or future business or productsterm of his employment, whether or not such developments are patentable or subject protected as confidential information, whether or not such developments are in process or reduced to copyright protection practice, whether or not such developments are made or conceived during normal working hours or on or off the premises of the Company (all of which are hereinafter collectively termed “Developments”), and whether or not reduced to practice, during the period of the Executive's employment with the Company ("Developments"), shall be the sole property of the Company. The Executive agrees to, and hereby does, assign such Developments are assignable to the Company all of the Executive's right, title and interest throughout the world in and to all Developments. The Executive agrees that such Developments shall constitute works made for hire under the copyright laws provisions of the United States Section 9(b) below. (b) Employee agrees to assign and hereby assigns to the Company all copyrightstitle, patents interests and other proprietary rights the Executive may have including, without limitation, intellectual property rights, in such Developments. The Executive shall make and maintain adequate to any and current written records of all Developments, and the Executive shall disclose all developments promptly, fully and in writing agrees to the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose assign to the Company any informationand all patents and patent applications arising from such Developments, and the Executive has also informed agrees to execute and deliver such assignments, patents and patent applications and other documents (including, without limitation, powers of attorney) as the Company may direct, and agrees to cooperate fully with the Company during the Term, to enable the Company to secure and maintain rights in writing of said Developments in any and all countries. In the event that any of such Developments are by operation of applicable state law excluded from this assignment, Employee agrees that the Company shall have a non-exclusive, fully paid license to use for all purposes any such Developments not assigned to the Company under this Section 9. Employee understands and agrees that the Company shall determine, in its sole and absolute discretion, whether an application for patent, copyright, mask work registration, or for any other intellectual property right shall be filed on any Development which is assigned to the Company under this Agreement, and whether such application shall be prosecuted or abandoned prior to issuance or registration. (c) If the Company is unable to procure Employee’s signature, within thirty (30) days following delivery of written request therefor, on any document reasonably necessary to apply for, prosecute, obtain, or enforce any patent, copyright, trademark or other right or protection relating to any Development, whether by reason of Employee’s mental or physical incapacity, Employee’s unavailability, or any other cause whatsoever, then Employee agrees and hereby irrevocably appoints the Company and each of its duly authorized officers as Employee’s agent and attorney-in-fact, to act for and in Employee’s behalf to execute and file any such document and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, or other rights or protections, with the same force and effect as if executed and delivered by Employee. (d) Employee: acknowledges that all works of authorship and all mask works that fall within the scope of his employment are owned by the Company and are works made for hire. Accordingly, Employee agrees to assign and hereby assigns to the Company any and all copyrights and mask work registration rights, and all other mask work rights in all material prepared by him during the term of his employment related to the business of the Company or using the Company’s facilities, confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's intellectual property, including all copies of all confidential information or Developments.

Developments. (a) The Executive agrees that Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, inventionsmethods, processesdevelopments, methods software, and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by the Employee or under the Employee’s direction or jointly with others during the Relationship, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company ("all of which are collectively referred to in this Agreement as “Developments"”), shall be the sole property of the Company. . (b) The Executive Employee agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's his/her right, title and interest throughout the world in and to all Developments and all related patents, patent applications, copyrights and copyright applications to the maximum extent permitted by Section 805 the Delaware Code Annotated or any like statute of any other state. The Employee hereby also waives all claims to moral rights in any Developments. The Executive agrees Employee understands that such the provisions of this Agreement requiring assignment of Developments shall constitute works made for hire to the Company do not apply to any invention which qualifies fully under the copyright laws provisions of Section 805 the Delaware Code Annotated (attached hereto as Exhibit A). The Employee agrees to advise the Company promptly in writing of any inventions that he/she believes meets the criteria in Section 805 the Delaware Code Annotated and not otherwise disclosed on Exhibit B. (c) If in the course of the Relationship, the Employee uses or incorporates into a product, process or machine any inventions not covered by Section 3(b) of this Agreement in which the Employee has an interest, the Employee will promptly so inform the Company. Whether or not the Employee gives such notice, the Employee hereby irrevocably grants to the Company a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with right to transfer and to sublicense, to practice and exploit such inventions and to make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute under all applicable intellectual properties without restriction of any kind. (d) The Employee 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 and patents (both in the United States and hereby assigns foreign countries) relating to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive Employee shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights, and maintain adequate powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Employee further agrees that if the Company is unable, after reasonable effort, to secure the signature of all Developmentsthe Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Executive shall disclose all developments promptly, fully Employee hereby irrevocably designates and in writing to appoints each executive officer of the Company promptly after development of the sameas his/her agent and attorney-in-fact to execute any such papers on his/her behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers may deem necessary or advisable desirable in order to secure protect its rights hereunder and to carry out interests in any Development, under the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.

Developments. The Executive agrees acknowledges that all discoveries, inventions, processes, methods and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or products, whether patentable or subject at the Company’s expense, has acquired, created and maintains, and will continue to copyright protection acquire, create and whether or not reduced to practicemaintain, during the period of the Executive's employment significant goodwill with the Company ("Developments")its current and prospective customers, shall be the sole vendors and employees, and that such goodwill is valuable property of the Company. The Executive agrees to, and hereby does, assign further acknowledges that to the Company all of extent such goodwill will be generated through the Executive's right’s efforts, title such efforts will be funded by the Company and interest throughout the world in and to all DevelopmentsExecutive will be fairly compensated for such efforts. The Executive agrees acknowledges that such Developments all goodwill developed by the Executive relative to the Company’s customers, vendors and employees will be the sole and exclusive property of the Company and will not be personal to the Executive. In consideration for the Executive’s employment with the Company, the receipt and sufficiency of which is hereby acknowledged, the Executive hereby covenants that: 6.5.1 All work, designs, materials (tangible and intangible) and products produced, developed, created or completed by the Executive on behalf of the Company during the Effective Period shall constitute works be deemed “work made for hire hire,” as such term is defined under the copyright laws of the United States and hereby assigns to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make and maintain adequate and current written records of all DevelopmentsStates, and the Executive shall disclose all developments promptly, fully and in writing are expressly intended to the Company promptly after development of the samebe wholly owned, and at any time upon requestall copyright rights therein to be held, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There To the extent that any such copyrightable works may not, by operation of law, be works for hire, the Executive agrees to and hereby does assign to the Company ownership of all copyright rights in those works. Each person within the Company shall also have the right to obtain and hold in his or her own name copyrights, registrations and similar protection which may be excluded available for those works. The Executive agrees to give the Company all assistance it may reasonably require to secure or protect those rights. 6.5.2 All discoveries, developments, ideas, improvements, modifications, innovations, inventions, processes, programs, operating instructions, manuals, documentation, discs, tapes, written materials, systems, techniques, hardware, software, test procedures or other things, whether or not patentable (referred to herein as “Inventions”), that are made, conceived or reduced to practice by the Executive, while employed by the Company, solely or with others, whether or not during working hours or on the Company’s premises, and that (i) relate to the Business or actual or demonstrably anticipated research or development or a reasonable or contemplated expansion thereof, or (ii) result from the restrictions set forth in the previous paragraph any Development made work performed by the Executive for the Company, or (aiii) which is are developed on the Company’s time or using the Company’s equipment, supplies, facilities or trade secret information, or (iv) are based upon or are related to trade secrets and other confidential information of the Company shall be the property of, and shall promptly be disclosed by the Executive without the use of to the Company's . 6.5.3 At any time during or after the Effective Period, the Executive shall, without further compensation but at the Company’s sole expense, sign all papers and cooperate in all other acts reasonably required to secure or protect the Company’s rights in all such property identified in subsection 6.5.1 and 6.5.2 above, including without limitation executing written assignments therefor and applying for, obtaining and enforcing copyrights or facilities, (b) which does not make patents thereon in any use of confidential information, (c) which and all countries. In the event that the Executive is developed unable or unavailable or shall refuse to sign any lawful or necessary documents required in order for the Company to apply for and obtain any copyright or patent with respect to any work performed by the Executive entirely on his own timeunder this Agreement (including applications or renewals, and (d) which does not relate to the Company's business extensions, divisions or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expensecontinuations), the Executive shall hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agents and attorneys-in-fact to act for and in the Executive’s behalf, and in Executive’s place and stead, to execute all and file any such applications or documents and perform to do all lawful other lawfully permitted acts to further the Company considers necessary or advisable prosecution and issuance of copyrights and patents with respect to secure its rights hereunder such new developments with the same legal force and to carry out effect as if executed by the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or DevelopmentsExecutive.

Developments. The Executive agrees that all discoveries, inventions, processes, methods and improvements, conceived, developed or otherwise made by the Executive (a) If at any timetime or times during the Founder's employment, he shall (either alone or with others) make, conceive, create, discover or reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection) (the "Developments") that (i) relates to the business of the Company or any customer of or supplier to the Company or any of the products or services being developed or sold by the Company or which may be used in relation therewith, (ii) results from responsibilities undertaken by the Founder on behalf of the Company, or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and the benefits thereof are and shall immediately become the sole and absolute property of the Company and its assigns, and the Founder shall promptly disclose to the Company (or any persons designated by it) each such Development and, as may be necessary to ensure the Company's ownership of such Developments, Founder hereby assigns any rights including, but not limited to, any copyrights and trademarks) he may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others in any way the same, all available information relating thereto (with all necessary plans and models) to the Company's present or future business or products, whether patentable or subject . (b) Upon disclosure of each Development to copyright protection and whether or not reduced to practice, during the period of the Executive's employment with the Company ("Developments"), shall be the sole property of the Company. The Executive , the Founder agrees to, and hereby does, assign to the Company all of the Executive's right, title and interest throughout the world in and to all Developments. The Executive agrees that such Developments shall constitute works made for hire under the copyright laws of the United States and hereby assigns to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make and maintain adequate and current written records of all Developments, and the Executive shall disclose all developments promptly, fully and in writing to the Company promptly after development of the same, during his employment and at any time upon requestthereafter, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request cost of the Company, the Executive shall return promptly to sign, execute, make and do all such deeds, documents, acts and things as the Company and its duly authorized agents may reasonably require: (i) to apply for, obtain, register and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights, trademarks or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and (ii) to defend any opposition or other administrative proceedings in respect of such applications and any opposition proceedings or petitions or applications for cancellation or revocation of such letters patent, copyright or other analogous protection. (c) In the event the Company is unable, after reasonable effort, to secure Founder's signature on any letters patent, copyright or trademark registration applications or other documents regarding any legal protection relating to a Development, whether because of Founder's physical or mental incapacity or for any other reason whatsoever, Founder hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the Company's propertyprosecution and issuance of letters patent, including all copies of all confidential information copyright or Developmentstrademark registrations or other legal protection thereof with the same legal force and effect as if executed by the Founder.

Developments. The Executive agrees that the Company shall own all discoveriesright, title and interest (including patent rights, copyrights, trade secret rights and other rights throughout the world) in any inventions, processesworks of authorship, methods and improvementsideas or information made or conceived or reduced to practice, conceivedin whole or in part, developed or otherwise made by the Executive at any time, (either alone or with others in others) during the Employment Period (collectively "Developments"); provided that the Company shall not own Developments for which no equipment, supplies, facility or trade secret information of the Company or any way relating of its affiliates was used and which were developed entirely on the Executive's time, and (i) which do not relate (A) to the business of the Company or its affiliates or (B) to the Company's present or future business its affiliates' actual or productsdemonstrably anticipated research or development, whether patentable or subject (ii) which do not result from any work performed by the Executive for the Company or its affiliates. Subject to copyright protection the foregoing, the Executive will promptly and whether fully disclose to the Company, or not any persons designated by it, any and all Developments made or conceived or reduced to practicepractice or learned by the Executive, either alone or jointly with others during the period Employment Period. The Executive hereby assigns all right, title and interest in and to any and all of the Executive's employment with the Company ("Developments"), shall be the sole property of these Developments to the Company. The Executive agrees to, and hereby does, assign to the Company all of the Executive's right, title and interest throughout the world in and to all Developments. The Executive agrees that such Developments shall constitute works made for hire under the copyright laws of the United States and hereby assigns to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make and maintain adequate and current written records of all Developments, and the Executive shall disclose all developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by further assist the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights specified to be so owned or assigned. The Executive hereby irrevocably designates and appoints the Company and its agents as attorneys-in-fact to act for and on the Executive's behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by the Executive. In addition, and not in contravention of any of the foregoing, the Executive shall execute acknowledges that all documents original works of authorship which are made by him (solely or jointly with others) within the scope of his employment and perform all lawful acts which are protectable by copyright are "works made for hire," as that term is defined in the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this United States Copyright Act (17 USCA, Section 5(D101). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developments.

Developments. (a) The Executive agrees that Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, inventionsmethods, processes, methods developments, software, and improvementsworks of authorship, conceivedwhether copyrightable, developed patentable or otherwise made not, which are or have been created, made, conceived or reduced to practice by the Executive at any time, alone Employee or under Employee’s direction or jointly with others in any way relating to the Company's present or future business or productsduring Employee’s employment by KeyW, whether patentable or subject to copyright protection and whether or not reduced during normal working hours or on the premises of KeyW (all of which are collectively referred to practicein this Agreement as “Developments”). (b) To the extent that any Developments do not qualify as works made for hire, during the period of the Executive's employment with Employee hereby irrevocably assigns to the Company ("Developments")or any Affiliate, shall be the sole property of person or entity designated by the Company. The Executive agrees to, and hereby does, assign to the Company ) all of the Executive's Employee’s right, title and interest throughout the world in and to all DevelopmentsDevelopments and all related patents, patent applications, copyrights and copyright applications, trade secrets, trademarks and all other proprietary rights existing now, previously during Employee’s employment with the Company or hereafter. However, this paragraph (b) shall not apply to Developments which do not relate to the present or planned business or research and development of KeyW and which are made and conceived by the Employee outside the scope of Employee’s employment, not during normal working hours, not on KeyW’s premises and not using KeyW’s tools, devices, equipment or Proprietary Information. The Executive agrees that such Developments Employee understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph (b) shall be interpreted not to apply to any invention which a court rules and/or the United States Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) The Employee agrees to cooperate fully with KeyW, both during and hereby assigns after Employee’s employment, with respect to the Company all procurement, maintenance and enforcement of copyrights, patents and other proprietary intellectual property rights (both in the Executive may have in such United States and foreign countries) relating to Developments. The Executive Employee shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and maintain adequate powers of attorney, which KeyW may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Employee further agrees that if KeyW is unable, after reasonable effort, to secure the signature of all Developmentsthe Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Executive shall disclose all developments promptly, fully Employee hereby irrevocably designates and in writing to appoints each executive officer of the Company promptly after development of the sameas Employee’s agent and attorney- in-fact to execute any such papers on Employee’s behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers KeyW may deem necessary or advisable desirable in order to secure protect its rights hereunder and to carry out interests in any Development, under the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.

Developments. In consideration of the compensation and other benefits to be paid to the Executive under this Agreement and to induce the Company and IDEX to consummate the transactions contemplated by the Purchase Agreement, the Executive agrees as follows: (a) The Executive agrees that all discoveries, inventions, processes, methods to immediately communicate to the Company and improvements, IDEX a full and complete disclosure of each Development (as defined in subsection (d) below) conceived, developed made, or otherwise made developed by the Executive at any time, alone or with others in any way relating to during the Companyterm of Executive's present or future business or productsemployment hereunder, whether patentable solely or subject to copyright protection jointly with others, and whether or not reduced to practice, during the period of the Executive's employment with while actually engaged in performing work for the Company or its Affiliates. ("Developments"), shall be the sole property of the Company. b) The Executive agrees toto assign and transfer, and does hereby doesassign and transfer, assign to the Company all of the Executive's or its Affiliates, without any separate remuneration or compensation, his entire right, title and interest throughout the world in and to all Developments. The Executive agrees that such Developments shall constitute works made for hire under the copyright laws of the and any United States and hereby assigns to the Company all copyrightsforeign patent, patents copyright and any other proprietary rights the Executive may have in and with respect to all such Developments. The Executive shall make and maintain adequate and current written records of all Developments, and the Executive shall disclose all developments promptlyconceived, fully and in writing to the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information made or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was otherwise developed by the Executive during the term of employment hereunder, whether a full or partial interest, and whether or not while engaged in performing work for the Company or its Affiliates. The Executive understands and agrees that the Company will determine, in its sole and absolute discretion, whether an application for a copyright, patent or other proprietary right registration will be filed on the Executive's Development and whether any such application will be abandoned prior to the commencement issuance of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property a patent, copyright or facilities, (b) which does not make any use of confidential information, other proprietary right registration. (c) which is developed by the The Executive entirely on his own timeshall, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), take such action, including, but not limited to, execution, acknowledgment, delivery and assistance in preparation of documentation, as may reasonably be requested by the Company or its Affiliates for the implementation or continuing performance of subsection 13(b) of this Agreement. Without limiting the generality of the foregoing, the Executive shall execute all documents execute, acknowledge, deliver and perform all lawful acts assist in preparing such instruments of conveyance, patent or copyright application, or assignment or further assurance, as the Company considers necessary or advisable its Affiliates may reasonably request, to secure its rights hereunder evidence, transfer, vest and confirm the right, title and interest transferred or granted or to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly be transferred or granted to the Company all or its Affiliates under subsection 13(b) of this Agreement. The Executive shall not contest the Company's propertyvalidity of any patent, including all copies copyright or other proprietary right, either United States or foreign, which is transferred, conveyed, granted, vested or otherwise assigned to the Company or its Affiliates to which the Executive made any contribution or in which the Executive participated in any way, and shall not assist any other party in any way to contest the validity of all confidential information such patent, copyright, or Developmentsproprietary right.

Developments. The (a) Executive agrees that will make full and prompt disclosure to the Company of all inventions, original works or authorship, improvements, modifications, discoveries, inventionscreations, processesmethods, methods processes and improvements, conceived, developed or otherwise made by developments which are within the Executive at any time, alone or with others in any way relating to scope of the Company's present actual or future reasonably anticipated business and which are made or productsconceived by Executive alone or together with others during the term of his employment, whether or not such developments are patentable or subject protected as confidential information, whether or not such developments are in process or reduced to copyright protection practice, whether or not such developments are made or conceived during normal working hours or on or off the premises of the Company (all of which are hereinafter collectively termed “Developments”), and whether or not reduced to practice, during the period of the Executive's employment with the Company ("Developments"), shall be the sole property of the Company. The Executive agrees to, and hereby does, assign such Developments are assignable to the Company all under the provisions of the Executive's right, title and interest throughout the world in and to all Developments. The Section 6(b) below. (b) Executive agrees that such Developments shall constitute works made for hire under the copyright laws of the United States to assign and hereby assigns to the Company all copyrightstitle, patents interests and other proprietary rights the Executive may have rights, including, without limitation, intellectual property rights, in such Developments. The Executive shall make and maintain adequate to any and current written records of all Developments, and the Executive shall disclose all developments promptly, fully agrees to assign and in writing to the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose hereby assigns to the Company any informationand all patents and patent applications arising from such Developments, and the Executive has also informed agrees to execute and deliver such assignments, patents and patent applications and other documents (including, without limitation, powers of attorney) as the Company may direct, and agrees to cooperate fully with the Company during the Term, to enable the Company to secure and maintain rights in writing of said Developments in any and all countries. In the event that any of such Developments are by operation of applicable state law excluded from this assignment, Executive agrees that the Company shall have a non-exclusive, fully paid license to use for all purposes any such Developments not assigned to the Company under this Section 6. Executive understands and agrees that the Company shall determine, in its sole and absolute discretion, whether an application for patent, copyright, mask work registration, or for any other intellectual property right shall be filed on any Development which is assigned to the Company under this Agreement, and whether such application shall be prosecuted or abandoned prior to issuance or registration. (c) If the Company is unable to procure Executive's signature, within thirty (30) days following delivery of written request therefor, on any document reasonably necessary to apply for, prosecute, obtain, or enforce any patent, copyright, trademark or other right or protection relating to any Development, whether by reason of Executive’s mental or physical incapacity, Executive’s unavailability, or any other cause whatsoever, then Executive agrees and hereby irrevocably appoints the Company and each of its duly authorized officers as Executive’s agent and attorney-in-fact, to act for and in Executive’s behalf to execute and file any such document and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, or other rights or protections, with the same force and effect as if executed and delivered by Executive. (d) Executive acknowledges that all works of authorship and all mask works that fall within the scope of his employment are owned by the Company and are works made for hire. Accordingly, Executive agrees to assign and hereby assigns to the Company any and all copyrights and mask work registration rights, and all other mask work rights in all material prepared by him during the Term related to the business of the Company or using the Company’s facilities, confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's intellectual property, including all copies of all confidential information or Developments.

Developments. (a) The Executive agrees that Employee will make full and prompt disclosure to the Company of all inventions, ideas, concepts, improvements, discoveries, inventionsmethods, techniques, tools, formula, developments, enhancements, modifications, databases, processes, methods software and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, that are created, made, conceived or reduced to copyright protection and practice by the Employee or under the Employee’s direction or jointly with others during the Employee’s employment with the Company, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company ("all of which are collectively referred to in this Agreement as “Developments"”), shall be the sole property of the Company. . (b) The Executive Employee agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's Employee’s right, title and interest throughout the world in and to all Developments and all related intellectual property rights. Except as, and solely to the extent that, it may be necessary for the Employee to perform the Employee’s duties and fulfill the Employee’s obligations in the course of the Employee’s employment with the Company, the Company does not grant the Employee, and the Employee agrees that he/she will not receive, any license or right to use any Development or related intellectual property right. The Employee hereby also waives all claims to moral rights in any Developments. However, this Section 3(b) shall not apply to Developments that do not relate to the 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 the Company’s premises and not using the Company’s tools, devices, equipment or Confidential Information. This Section 3(b) also shall not apply to any Developments that the Employee conceived of prior to the Employee’s employment with the Company, which invention(s) the Employee shall disclose on Exhibit A attached hereto. IF THERE ARE ANY SUCH DEVELOPMENTS TO BE EXCLUDED UNDER THIS AGREEMENT, THE EMPLOYEE SHALL INITIAL HERE; OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH EXCLUSIONS. ____ The Executive agrees that such Developments Employee understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state that precludes the requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 3(b) shall be interpreted not to apply to any invention that a court rules and/or the Company agrees falls within such classes. To the extent allowed by law, the Employee hereby grants to the Company an exclusive (even unto the Employee), irrevocable, fully paid up, worldwide license to make, use and sell any and all inventions for which assignment cannot be effected. (c) The Employee agrees to cooperate fully with the Company, both during and after the Employee’s employment with the Company, with respect to the procurement, maintenance and enforcement of all copyrights, trademarks, patents and other intellectual property rights (both in the United States and hereby assigns foreign countries) relating to any Development. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights and powers of attorney, that the Company all copyrights, patents may deem necessary or desirable in order to protect and other proprietary enforce its rights the Executive may have and interests in such Developmentsany Development. The Executive Employee further agrees that if the Company is unable, after reasonable effort, to secure the signature of the Employee on any such papers, any executive officer of the Company shall make be entitled to execute any such papers as the agent and maintain adequate and current written records the attorney-in-fact of all Developmentsthe Employee, and the Executive shall disclose all developments promptly, fully Employee hereby irrevocably designates and in writing to appoints each executive officer of the Company promptly after development of as the sameEmployee’s agent and attorney-in-fact for all countries worldwide to execute any such papers on the Employee’s behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request 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 sentence. Should the Company engage in litigation to enforce any such intellectual property rights, the Employee agrees to appear and testify at no charge, but at the Company's ’s expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developments.

Developments. The Executive agrees acknowledges that all discoveries, inventions, processes, methods and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or products, whether patentable or subject at the Company’s expense, has acquired, created and maintains, and will continue to copyright protection acquire, create and whether or not reduced to practicemaintain, during the period of the Executive's employment significant goodwill with the Company ("Developments")its current and prospective customers, shall be the sole vendors and employees, and that such goodwill is valuable property of the Company. The Executive agrees to, and hereby does, assign further acknowledges that to the Company all of extent such goodwill will be generated through the Executive's right’s efforts, title such efforts will be funded by the Company and interest throughout the world in and to all DevelopmentsExecutive will be fairly compensated for such efforts. The Executive agrees acknowledges that such Developments all goodwill developed by the Executive relative to the Company’s customers, vendors and employees will be the sole and exclusive property of the Company and will not be personal to the Executive. In consideration for the Executive’s employment with the Company and his participation in the Incentive Plan, which the Executive acknowledges is of direct benefit to the Executive, the receipt and sufficiency of which is hereby acknowledged, the Executive hereby covenants that: 6.5.1 All work, designs, materials (tangible and intangible) and products produced, developed, created or completed by the Executive on behalf of the Company during the Effective Period shall constitute works be deemed “work made for hire hire,” as such term is defined under the copyright laws of the United States and hereby assigns to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make and maintain adequate and current written records of all DevelopmentsStates, and the Executive shall disclose all developments promptly, fully and in writing are expressly intended to the Company promptly after development of the samebe wholly owned, and at any time upon requestall copyright rights therein to be held, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There To the extent that any such copyrightable works may not, by operation of law, be works for hire, the executive agrees to and hereby does assign to the Company ownership of all copyright rights in those works. Each Person within the Company shall also have the right to obtain and hold in his/her own name copyrights, registrations and similar protection which may be excluded available for those works. The Executive agrees to give the Company all assistance it may reasonably require to secure or protect those rights. 6.5.2 All discoveries, developments, ideas, improvements, modifications, innovations, inventions, processes, programs, operating instructions, manuals, documentation, discs, tapes, written materials, systems, techniques, hardware, software, test procedures or other things, whether or not patentable (referred to herein as “Inventions”), that are made, conceived or reduced to practice by the Executive, while employed by the Company, solely or with others, whether or not during working hours or on the Company’s premises, and that (i) relate to the Business or actual or demonstrably anticipated research or development or a reasonable or contemplated expansion thereof, or (ii) result from the restrictions set forth in the previous paragraph any Development made work performed by the Executive for the Company, or (aiii) which is are developed on the Company’s time or using the Company’s equipment, supplies, facilities or trade secret information, or (iv) are based upon or are related to trade secrets and other confidential information of the Company shall be the property of, and shall promptly be disclosed by the Executive without the use of to the Company's . 6.5.3 At any time during or after the Effective Period, the Executive shall, without further compensation but at the Company’s sole expense, sign all papers and cooperate in all other acts reasonably required to secure or protect the Company’s rights in all such property identified in subsection 6.5.1 and 6.5.2 above, including without limitation executing written assignments therefor and applying for, obtaining and enforcing copyrights or facilities, (b) which does not make patents thereon in any use of confidential information, (c) which and all countries. In the event that the Executive is developed unable or unavailable or shall refuse to sign any lawful or necessary documents required in order for the Company to apply for and obtain any copyright or patent with respect to any work performed by the Executive entirely on his own timeunder this Agreement (including applications or renewals, and (d) which does not relate to the Company's business extensions, divisions or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expensecontinuations), the Executive shall hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agents and attorneys-in-fact to act for and in the Executive’s behalf, and in Executive’s place and stead, to execute all and file any such applications or documents and perform to do all lawful other lawfully permitted acts to further the Company considers necessary or advisable prosecution and issuance of copyrights and patents with respect to secure its rights hereunder such new developments with the same legal force and to carry out effect as if executed by the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or DevelopmentsExecutive.

Developments. (a) The Executive agrees that will make full and prompt disclosure to the Company of all inventions, creations, improvements, discoveries, inventionstrade secrets, secret processes, methods technology, know-how, copyrightable materials, methods, developments, software, and improvements, conceived, developed works of authorship or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsother creative works, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by him or under his direction or jointly with others during his employment by the Company, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company (all of which are collectively referred to in this Agreement as "Developments"), shall be the sole property of the Company. . (b) The Executive agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's his right, title and interest throughout the world in and to all DevelopmentsDevelopments and all related patents, patent applications, copyrights and copyright applications. However, this 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 not during normal working hours, not on the Company's premises and not using the Company's tools, devices, equipment or Proprietary Information. The Executive agrees that such Developments understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state that precludes a requirement in an employment agreement to assign certain classes of inventions made by an employee, this subsection (b) shall be interpreted not to apply to any invention that a court rules and/or the United States Company agrees falls within such classes. The Executive also hereby waives all claims to moral rights in any Developments. (c) The Executive agrees to cooperate fully with the Company and hereby assigns to take such further actions as may be necessary or desirable, both during and after his employment with the Company, with respect to the Company all procurement, maintenance and enforcement of copyrights, patents and other proprietary intellectual property rights (both in the Executive may have in such United States and foreign countries) relating to Developments. The Executive shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and maintain adequate powers of attorney, that the Company may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Executive further agrees that if the Company is unable, after reasonable effort, to secure the signature of all Developmentsthe Executive on any such papers, the Chairman (or its designee) shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive shall disclose all developments promptly, fully hereby irrevocably designates and in writing appoints the Chairman (or its designee) as his agent and attorney-in-fact to the Company promptly after development of the same, execute any such papers on his behalf and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information actions as the Company may deem necessary or Developments which the Executive claims as his own desirable in order to protect its rights and intends to exclude from the restrictions set forth interests in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by under the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.

Developments. (a) The Executive Employee agrees that all discoveriesto immediately communicate to the Board of Directors of the Corporation or to such other individual the Board of Directors may designate, inventions, processes, methods a full and improvements, complete disclosure of each Development (as defined in subsection (e) below) conceived, developed made, or otherwise made developed by the Executive at any timeEmployee prior to December 31, alone or with others in any way relating to 1992 during the Company's present or future business or productsterm of his employment hereunder and during the two (2) year covenant period per paragraph 14., whether patentable solely or subject to copyright protection jointly with others, and whether or not reduced while actually engaged in performing work for the Corporation. (b) The Employee agrees to practice, during the period of the Executive's employment with the Company ("Developments"), shall be the sole property of the Company. The Executive agrees to, assign and hereby does, assign transfer to the Company all of the Executive's Corporation, without any separate remuneration or compensation, his entire right, title and interest throughout the world in and to all Developments. The Executive agrees that such Developments shall constitute works made for hire under the copyright laws of the and any United States and hereby assigns to the Company all copyrightsforeign patent, patents copyright and any other proprietary rights the Executive may have in and respect to all such Developments, conceived, made or otherwise developed by the Employee after December 31, 1992 and during the term of his employment hereunder, whether a full or partial interest, and whether or not while engaged in performing work for the Corporation. The Executive Employee understands and agrees that the Corporation will determine, in its sole and absolute discretion, whether an application for a copyright, patent or other proprietary right registration will be filed on the Employee's Development and whether any such application will be abandoned prior to issuance of a patent, copyright or other proprietary right registration. (c) The Employee shall make take such action including, but not limited to, execution, acknowledgment, delivery and maintain adequate assistance in preparation of documentation as may reasonably be requested by the Corporation for the Implementation or continuing performance of subsection 17. (b) of this Agreement. Without limiting the generality of the foregoing, the Employee shall execute, acknowledge, deliver and current written records assist in preparing such instrument of conveyance, patent or copyright application, or assignment or further assurance as the Corporation may reasonably request, to evidence, transfer, vest and confirm the right, title and interest transferred or granted or to be transferred or granted to the Corporation under subsection 17. (b) of this Agreement. The Employee shall not contest the validity of any patent, copyright or other proprietary right, either United States or foreign, which is transferred, conveyed, granted, vested or otherwise assured to the Corporation for concepts or inventions conceived or invented after December 31, 1992, or while an Employee, to which the Employee made any contribution or in which the Employee participated in any way, and shall not assist any other party in any way to contest the validity of such patent, copyright, or proprietary right. (d) The Employee has prepared and attached hereto as Exhibit "A", a list of all Developmentsinventions, developments, patent applications and patents that were made, developed, conceived or first reduced to practice by the Employee prior to December 31, 1992 and the Executive shall disclose all developments promptly, fully and in writing to the Company promptly after development commencement of the same, and at any time upon request, provided, however, term of his employment hereunder that developments excluded under are subject to prior agreements or that the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends Employee desires to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Companythis Agreement. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which If no such list is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense)attached, the Executive shall execute all documents Employee represents and perform all lawful acts the Company considers necessary warrants that there are no such inventions, developments, patent applications or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D)patents. At (e) "Developments" means (1) any time upon the request of the Companyinvention, the Executive shall return promptly to the Company all the Company's propertydiscovery, including all copies of all confidential information concept or Developments.idea, whether or not patentable; (2) any writing, drawing, design or other creative expression, whether or not copyright or trademark applications are filed thereon; (3) any computer program, discovery, idea, device, process, design, development, improvement, conception, concept, application, technique or know-how; or

Developments. The (a) Executive agrees that will make full and prompt disclosure to the Company of all inventions, original works or authorship, improvements, modifications, discoveries, inventionscreations, processesmethods, methods processes and improvements, conceived, developed or otherwise made by developments which are within the Executive at any time, alone or with others in any way relating to scope of the Company's present actual or future reasonably anticipated business and which are made or productsconceived by Executive alone or together with others during the term of his employment, whether or not such developments are patentable or subject protected as confidential information, whether or not such developments are in process or reduced to copyright protection practice, whether or not such developments are made or conceived during normal working hours or on or off the premises of the Company (all of which are hereinafter collectively termed “Developments”), and whether or not reduced to practice, during the period of the Executive's employment with the Company ("Developments"), shall be the sole property of the Company. The Executive agrees to, and hereby does, assign such Developments are assignable to the Company all under the provisions of the Executive's right, title and interest throughout the world in and to all Developments. The Section 6(b) below. (b) Executive agrees that such Developments shall constitute works made for hire under the copyright laws of the United States to assign and hereby assigns to the Company all copyrightstitle, patents interests and other proprietary rights the Executive may have rights, including, without limitation, intellectual property rights, in such Developments. The Executive shall make and maintain adequate to any and current written records of all Developments, and the Executive shall disclose all developments promptly, fully agrees to assign and in writing to the Company promptly after development of the same, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose hereby assigns to the Company any informationand all patents and patent applications arising from such Developments, and the Executive has also informed agrees to execute and deliver such assignments, patents and patent applications and other documents (including, without limitation, powers of attorney) as the Company may direct, and agrees to cooperate fully with the Company during the Term, to enable the Company to secure and maintain rights in writing of said Developments in any and all countries. In the event that any of such Developments are by operation of applicable state law excluded from this assignment, Executive agrees that the Company shall have a non-exclusive, fully paid license to use for all purposes any such Developments not assigned to the Company under this Section 6. Executive understands and agrees that the Company shall determine, in its sole and absolute discretion, whether an application for patent, copyright, mask work registration, or for any other intellectual property right shall be filed on any Development which is assigned to the Company under this Agreement, and whether such application shall be prosecuted or abandoned prior to issuance or registration. (c) If the Company is unable to procure Executive’s signature, within thirty (30) days following delivery of written request therefor, on any document reasonably necessary to apply for, prosecute, obtain, or enforce any patent, copyright, trademark or other right or protection relating to any Development, whether by reason of Executive’s mental or physical incapacity, Executive's unavailability, or any other cause whatsoever, then Executive agrees and hereby irrevocably appoints the Company and each of its duly authorized officers as Executive’s agent and attorney-in-fact, to act for and in Executive’s behalf to execute and file any such document and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, or other rights or protections, with the same force and effect as if executed and delivered by Executive. (d) Executive acknowledges that all works of authorship and all mask works that fall within the scope of his employment are owned by the Company and are works made for hire. Accordingly, Executive agrees to assign and hereby assigns to the Company any and all copyrights and mask work registration rights, and all other mask work rights in all material prepared by him during the Term related to the business of the Company or using the Company’s facilities, confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's intellectual property, including all copies of all confidential information or Developments.

Developments. (a) The Executive agrees that Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, inventionsmethods, processesdevelopments, methods software, and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, which were or are created, made, conceived or reduced to copyright protection and practice by him or under his direction or jointly with others during his employment by the Company or during his provision of services as an independent contractor to the Company, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company ("all of which are collectively referred to in this Agreement as “Developments"”), shall be the sole property of the Company. . (b) The Executive Employee agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's his right, title and interest throughout the world in and to all DevelopmentsDevelopments and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 2(b) shall not apply to Developments which do not relate to the 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 the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. The Executive agrees that such Developments Employee understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 2(b) shall be interpreted not to apply to any invention which a court rules and/or the United States Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) The Employee agrees to cooperate fully with the Company, both during and hereby assigns after his employment with the Company, with respect to the Company all procurement, maintenance and enforcement of copyrights, patents and other proprietary intellectual property rights (both in the Executive may have in such United States and foreign countries) relating to Developments. The Executive Employee shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and maintain adequate powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Employee further agrees that if the Company is unable, after reasonable effort, to secure the signature of all Developmentsthe Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Executive shall disclose all developments promptly, fully Employee hereby irrevocably designates and in writing to appoints each executive officer of the Company promptly after development of the sameas his agent and attorney-in-fact to execute any such papers on his behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers may deem necessary or advisable desirable, in order to secure protect its rights hereunder and to carry out interests in any Development, under the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.

Developments. a. The Executive agrees that Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, inventionsmethods, processes, methods developments, software, and improvementsworks of authorship, conceivedwhether copyrightable, developed patentable or otherwise made not, which are created, made, conceived or reduced to practice by the Executive at any time, alone him or under his direction or jointly with others in any way relating to the Company's present or future business or productsduring his employment by KEYW, whether patentable or subject to copyright protection and whether or not reduced during normal working hours or on the premises of KEYW (all of which are collectively referred to practicein this Agreement as “Developments”). b. To the extent that any Developments do not qualify as works made for hire, during the period of the Executive's employment with Employee hereby irrevocably assigns to the Company ("Developments")or any Affiliate, shall be the sole property of person or entity designated by the Company. The Executive agrees to, and hereby does, assign to the Company ) all of the Executive's his right, title and interest throughout the world in and to all DevelopmentsDevelopments and all related patents, patent applications, copyrights and copyright applications, trade secrets, trademarks and all other proprietary rights now or hereafter existing therein. However, this paragraph (b) shall not apply to Developments which do not relate to the present or planned business or research and development of KEYW and which are made and conceived by the Employee outside the scope of his employment, not during normal working hours, not on KEYW’s premises and not using KEYW’s tools, devices, equipment or Proprietary Information. The Executive agrees that such Developments Employee understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph (b) shall be interpreted not to apply to any invention which a court rules and/or the United States Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. c. The Employee agrees to cooperate fully with KEYW, both during and hereby assigns after his employment, with respect to the Company all procurement, maintenance and enforcement of copyrights, patents and other proprietary intellectual property rights (both in the Executive may have in such United States and foreign countries) relating to Developments. The Executive Employee shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and maintain adequate powers of attorney, which KEYW may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Employee further agrees that if KEYW is unable, after reasonable effort, to secure the signature of all Developmentsthe Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Executive shall disclose all developments promptly, fully Employee hereby irrevocably designates and in writing to appoints each executive officer of the Company promptly after development of the sameas his agent and attorney-in-fact to execute any such papers on his behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers KEYW may deem necessary or advisable desirable in order to secure protect its rights hereunder and to carry out interests in any Development, under the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.

Developments. The Executive agrees that Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods methods, techniques, developments, software, and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by him/her or under his direction or jointly with others during his employment by the Company, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company ("all of which are collectively referred to in this Agreement as “Developments"”), shall be the sole property of the Company. The Executive Employee agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's his right, title and interest throughout the world in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 3(b) shall not apply to Developments 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 Employee not during normal working hours, not on the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. The Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 3(b) shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. The Executive Employee agrees that such Developments shall constitute works made for hire under to cooperate fully with the copyright laws of Company, both during and after his employment with the United States and hereby assigns Company, with respect to the Company all procurement, maintenance and enforcement of copyrights, patents and other proprietary intellectual property rights (both in the Executive may have in such United States and foreign countries) relating to Developments. The Executive Employee shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and maintain adequate powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Employee further agrees that if the Company is unable, after reasonable effort, to secure the signature of all Developmentsthe Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Executive shall disclose all developments promptly, fully Employee hereby irrevocably designates and in writing to appoints each executive officer of the Company promptly after development of the sameas his agent and attorney-in-fact to execute any such papers on his behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers may deem necessary or advisable desirable in order to secure protect its rights hereunder and to carry out interests in any Development, under the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.

Developments. (a) The Executive agrees that Employee will make full and prompt disclosure to the Company of all inventions, ideas, concepts, improvements, discoveries, inventionsmethods, techniques, tools, formula, developments, enhancements, modifications, databases, processes, methods software and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, that are created, made, conceived or reduced to copyright protection and practice by the Employee or under the Employee’s direction or jointly with others during the Employee’s employment by the Company, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company ("all of which are collectively referred to in this Agreement as “Developments"”), shall be the sole property of the Company. . (b) The Executive Employee agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's Employee’s right, title and interest throughout the world in and to all Developments and all related intellectual property rights. Except as, and solely to the extent that, it may be necessary for the Employee to perform the Employee’s duties and fulfill the Employee’s obligations in the course of the Employee’s employment with the Company, the Company does not grant the Employee, and the Employee agrees that he/she will not receive, any license or right to use any Development or related intellectual property right. The Employee hereby also waives all claims to moral rights in any Developments. However, this Section 3(b) shall not apply to Developments that do not relate to the 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 the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. This Section 3(b) also shall not apply to any inventions that the Employee conceived of prior to the Employee’s employment with the Company, which invention(s) the Employee shall disclose on Exhibit A attached hereto. IF THERE ARE ANY SUCH INVENTIONS TO BE EXCLUDED UNDER THIS AGREEMENT, THE EMPLOYEE SHALL INITIAL HERE; OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH EXCLUSIONS. ____ The Executive agrees that such Developments Employee understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state that precludes the requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 3(b) shall be interpreted not to apply to any invention that a court rules and/or the Company agrees falls within such classes. To the extent allowed by law, the Employee hereby grants to the Company an exclusive (even unto the Employee), irrevocable, fully paid up, worldwide license to make, use and sell any and all inventions for which assignment cannot be effected. (c) The Employee agrees to cooperate fully with the Company, both during and after the Employee’s employment with the Company, with respect to the procurement, maintenance and enforcement of all copyrights, trademarks, patents and other intellectual property rights (both in the United States and hereby assigns foreign countries) relating to any Development. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights and powers of attorney, that the Company all copyrights, patents may deem necessary or desirable in order to protect and other proprietary enforce its rights the Executive may have and interests in such Developmentsany Development. The Executive Employee further agrees that if the Company is unable, after reasonable effort, to secure the signature of the Employee on any such papers, any executive officer of the Company shall make be entitled to execute any such papers as the agent and maintain adequate and current written records the attorney-in-fact of all Developmentsthe Employee, and the Executive shall disclose all developments promptly, fully Employee hereby irrevocably designates and in writing to appoints each executive officer of the Company promptly after development of as the sameEmployee’s agent and attorney-in-fact for all countries worldwide to execute any such papers on the Employee’s behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request 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 sentence. Should the Company engage in litigation to enforce any such intellectual property rights, the Employee agrees to appear and testify at no charge, but at the Company's ’s expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developments.

Developments. (a) The Executive agrees that Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, inventionsmethods, processesdevelopments, methods software, and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by him/her or under his/her direction of jointly with others during his/her employment by the Company, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company (all of which are collectively referred to in this Agreement as "Developments"), shall be the sole property of the Company. (b) The Executive Employee agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's his/her right, title and interest throughout the world in and to all DevelopmentsDevelopments and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 2 (b) shall not apply to Developments which do not relate to the 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 the Company's premises and not using the Company's tools, devices, equipment or Proprietary Information. The Executive agrees that such Developments Employee understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 2(b) shall be interpreted not to apply to any invention which a court rules and/or the United States Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) The Employee agrees to cooperate fully with the Company, both during and hereby assigns after his/her employment with the Company, with respect to the Company all procurement, maintenance and enforcement of copyrights, patents and other proprietary intellectual property rights (both in the Executive may have in such United States and foreign countries) related to Developments. The Executive Employee shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and maintain adequate powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Employee further agrees that if the Company is unable, after reasonable effort, to secure the signature of all Developmentsthe Employee on any such papers, any executive officer of the Company shall be entitled to executed any such papers as the agent and the attorney-in-fact of the Employee, and the Executive shall disclose all developments promptly, fully Employee hereby irrevocably designated and in writing to appoints each executive officer of the Company promptly after development of the sameas his/her agent and attorney-in-fact to execute any such papers on his/her behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers may deem necessary or advisable desirable in order to secure protect its rights hereunder and to carry out interests in any Development, under the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.

Developments. a. The Executive agrees that will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, inventionsmethods, processesdevelopments, methods software, and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by him or under his direction or jointly with others during his employment by the Company, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company ("all of which are collectively referred to in this Agreement as “Developments"”), shall be the sole property of the Company. . b. The Executive agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's his right, title and interest throughout the world in and to all DevelopmentsDevelopments and all related patents, patent applications, copyrights and copyright applications. The Executive agrees that such also hereby waives all claims to moral rights in any Developments. However, this paragraph (b) shall not apply to Developments which do not relate to the present or planned business or research and development of the Company and which are made and conceived by the Executive not during normal working hours, not on the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. The Executive understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph (b) shall be interpreted not to apply to any invention which a court rules and/or the United States Company agrees falls within such classes. c. The Executive agrees to cooperate fully with the Company, both during and hereby assigns after his employment with the Company, with respect to the Company all procurement, maintenance and enforcement of copyrights, patents and other proprietary intellectual property rights (both in the Executive may have in such United States and foreign countries) relating to Developments. The Executive shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and maintain adequate powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Executive further agrees that if the Company is unable, after reasonable effort, to secure the signature of all Developmentsthe Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive shall disclose all developments promptly, fully hereby irrevocably designates and in writing to appoints each executive officer of the Company promptly after development of the sameas his agent and attorney-in-fact to execute any such papers on his behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers may deem necessary or advisable desirable in order to secure protect its rights hereunder and to carry out interests in any Development, under the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.

Developments. The Executive Consultant agrees that any and all discoveries, inventions, processes, methods and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or products, whether patentable or subject to copyright protection and whether or not reduced to practice, during the period of the Executive's employment with the Company Developments ("Developments"), as defined below) shall be the sole and exclusive property of the Company. The Executive agrees to, and Consultant hereby does, assign irrevocably assigns to the Company all of the Executive's Consultant’s worldwide right, title and interest throughout the world in and to all any ideas, concepts, processes, discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other copyrightable works, and any other work product created, conceived, reduced to practice or developed by Consultant (whether alone or jointly with others) (i) in the course of performing the Services hereunder, and/or (ii) based on any information received by Consultant from Company (each, a “Development” and together, the “Developments”), in each case, whether before the Effective Date or during the Term of this Agreement. The Executive agrees that such Developments shall constitute works Each copyrightable work, to the extent permitted by law, will be considered a work made for hire under and the authorship and copyright laws of the United States work shall be in Company’s name. Consultant agrees to hold all Developments confidential in accordance with Section 4 of this Agreement. Consultant shall promptly disclose to Company each Development. Consultant agrees that, upon Company’s request, it will provide Company (or anyone it designates) with all reasonable assistance and hereby assigns cooperation, and execute documents and take such further actions to confirm and enforce Company’s right, title and interest in and to the Company all copyrights, patents and other proprietary rights the Executive may have in such Developments. The Executive shall make and maintain adequate and current written records of all Developments, and to enable Company to maintain, perfect, and/or enforce Company’s rights in the Executive shall disclose all developments promptlyDevelopments, fully and in writing to the Company promptly after development of the sameincluding, and at any time upon requestwithout limitation, provided, however, that developments excluded under the following paragraph shall be received by the assisting Company in confidence. The Executive has informed recording, prosecuting, renewing and/or registering its right, title and interest in the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any informationDevelopments, and the Executive has also informed the Company in writing of including any and all confidential information intellectual property rights, all at Company’s cost and expense. If for any reason Consultant’s interest in a Development is subordinate to another party’s interest, or if Consultant’s interest in such Development has been released to another party pursuant to a contract or governmental regulation, Consultant agrees to notify Company and take whatever steps Company deems necessary to convert or transfer such third party’s interest in such Development to Consultant for subsequent transfer to Company under the terms of this Agreement. Furthermore, if for any reason Company is unable to obtain Consultant’s execution of any document necessary to prepare, file, and/or prosecute such applications, Consultant hereby appoints Company as Consultant’s attorney-in-fact exclusively for the purpose of executing any such documents as may be reasonably necessary to prepare, file, and/or prosecute such applications. Consultant retains no rights to use the Developments which and agrees not to challenge the Executive claims as his own and intends to exclude from validity of Company’s ownership of the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement Developments. Company shall determine inventorship of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's in accordance with applicable intellectual property or facilities, (b) which does law and shall not make be obligated to list Consultant as an inventor on patent filings with respect to any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or DevelopmentsDevelopment.

Developments. The (a) Executive agrees that shall disclose promptly and fully, in writing whenever possible, to the Company and to its designated representatives and agents, all discoveriesideas, devices, inventions, processes, methods and improvements, conceiveddevelopments, developed computer software, product marks and designations, technical information and know-how, whether or not patentable, copyrightable or otherwise made by the Executive at any time, alone or with others protectable relating in any way relating to the Company's present Business (referred to together herein as "Developments"), which Executive conceived or future business made or productsmay conceive or make, whether patentable solely or subject to copyright protection and jointly with others: (i) while Executive is or has been employed with the Company or any of its predecessors, whether during or not reduced to practice, during the period out of the usual hours of work; and (ii) within one year after termination of Executive's employment with the Company ("Developments"), shall be the sole property of the Company. The Executive agrees to, and hereby does, assign All of such Developments required to be disclosed to the Company are referred to herein as the "Proprietary Developments." Executive agrees that all of the Executive's right, title and interest throughout the world in and to all Developments. The Executive agrees that such the Proprietary Developments shall constitute works made be deemed to be held by Executive in a fiduciary capacity and solely for hire under the copyright laws Company's benefit, shall be the sole and exclusive property of the Company and shall be subject to the confidentiality provisions of this Agreement as confidential information of the Company. (b) Executive, when requested to do so, either during or after his employment with the Company, shall, for no additional compensation (except as contemplated by Section 7(d)): (i) assign and convey to the Company in writing Executive's entire right, title and interest in and to the Proprietary Developments to the extent not owned by the Company as a matter of law from the time of their creation; (ii) execute, acknowledge and deliver all such instruments of assignment, transfer and conveyance, and any such further instruments and documents, in form and substance satisfactory to the Company, as the Company shall reasonably deem necessary or advisable to evidence the vesting in the Company of all right, title and interest of Executive in and to the Proprietary Developments; (iii) assist the Company and its designated representatives and agents in preparing patent, copyright or other applications, domestic and foreign, covering the (iv) generally give all information and testimony, sign all papers and do all things which may be needed or reasonably requested by the Company to the end that the Company may obtain, extend, reissue, maintain and enforce United States and foreign patents or copyrights or other rights or registrations covering the Proprietary Developments. (c) Executive hereby irrevocably nominates and appoints the Company as his attorney-in-fact to sign and deliver all such papers, and perform all such acts, mentioned in this Section 9, in the event of Executive's absence, unavailability, refusal or death, such nomination and appointment hereby being granted with full authority in the premises, and such authority to be deemed coupled with a valuable interest vested in the Company. (d) The Company shall bear all expenses which it causes to be incurred in obtaining, extending, reissuing, maintaining and enforcing such patents, copyrights or other rights or registrations and investing and perfecting title thereto in the Company, and shall pay Executive for any time which it may require of him therefor subsequent to the termination of his employment with the Company, such payment to be at an hourly rate equivalent to that at which Executive is or was paid (at his then-current or, if no longer employed by the Company, most recent, salary) during his employment with the Company. (e) In the event of the unenforceability of all or part of the foregoing provisions of this Section 9, as determined by a court of competent jurisdiction, Executive hereby transfers and assigns to the Company such lesser interests in the Proprietary Developments, including, without limitation, any and all copyrightsUnited States and foreign patent rights and copyrights therein and renewals thereof, patents as may be determined by such a court to be a reasonable grant of interests under the circumstances, but, in any event, and other proprietary rights the Executive may have in such Developments. The without limitation, Executive shall make and maintain adequate and current written records of all Developments, and the Executive shall disclose all developments promptly, fully and in writing be deemed to have granted to the Company promptly after development of not less than an irrevocable, non-exclusive license, with the sameright to sub-license others, to manufacture, use, lease and at any time upon request, provided, however, that developments excluded sell the Proprietary Developments which have not been assigned to the Company under the following paragraph provisions of this Section 9, without payment of any royalty. (f) Executive shall be received permit the use in a commercially reasonable manner of his name as likeness in connection with any use of, or other dealings by the Company in confidence. The Executive has informed respect of, any Proprietary Developments during and after the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of any and all confidential information or Developments which the Executive claims as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement period of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentshereunder.

Developments. a) The Executive agrees that Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods methods, techniques, developments, software, and improvements, conceived, developed or otherwise made by the Executive at any time, alone or with others in any way relating to the Company's present or future business or productsworks of authorship, whether patentable or subject not, which are created, made, conceived or reduced to copyright protection and practice by him/her or under his/her direction or jointly with others during his/her employment by the Company, whether or not reduced to practice, during normal working hours or on the period premises of the Executive's employment with the Company ("all of which are collectively referred to in this Agreement as “Developments"”), shall be the sole property of the Company. . b) The Executive Employee agrees to, to assign and does hereby does, assign to the Company (or any person or entity designated by the Company) all of the Executive's his/her right, title and interest throughout the world in and to all DevelopmentsDevelopments and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 3(b) shall not apply to Developments 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 Employee not during normal working hours, not on the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. The Executive agrees that such Developments Employee understands that, to the extent this Agreement shall constitute works made for hire under be construed in accordance with the copyright laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 3(b) shall be interpreted not to apply to any invention which a court rules and/or the United States Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. c) The Employee agrees to cooperate fully with the Company, both during and hereby assigns after his/her employment with the Company, with respect to the Company all procurement, maintenance and enforcement of copyrights, patents and other proprietary intellectual property rights (both in the Executive may have in such United States and foreign countries) relating to Developments. The Executive Employee shall make sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and maintain adequate powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and current written records interests in any Development. The Employee further agrees that if the Company is unable, after reasonable effort, to secure the signature of all Developmentsthe Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Executive shall disclose all developments promptly, fully Employee hereby irrevocably designates and in writing to appoints each executive officer of the Company promptly after development of the sameas his/her agent and attorney-in-fact to execute any such papers on his/her behalf, and at any time upon request, provided, however, that developments excluded under the following paragraph shall be received by the Company in confidence. The Executive has informed the Company in writing of any continuing obligations to any previous employers which require him not to disclose to the Company any information, and the Executive has also informed the Company in writing of take any and all confidential information or Developments which the Executive claims actions as his own and intends to exclude from the restrictions set forth in the previous paragraph because it was developed by the Executive prior to the commencement of his employment by the Company. There shall also be excluded from the restrictions set forth in the previous paragraph any Development made by the Executive (a) which is developed by the Executive without the use of the Company's property or facilities, (b) which does not make any use of confidential information, (c) which is developed by the Executive entirely on his own time, and (d) which does not relate to the Company's business or to the Company's ongoing or planned research and development efforts. At any time at the request of the Company (and at the Company's expense), the Executive shall execute all documents and perform all lawful acts the Company considers may deem necessary or advisable desirable in order to secure protect its rights hereunder and to carry out interests in any Development, under the intent of conditions described in this Section 5(D). At any time upon the request of the Company, the Executive shall return promptly to the Company all the Company's property, including all copies of all confidential information or Developmentssentence.