Common use of Developments Clause in Contracts

Developments. (a) The Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by him/her or under his/her direction or jointly with others during his/her employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). (b) The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her right, title and interest 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. (c) 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, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The 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 be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her agent and attorney-in-fact to execute any such papers on his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Employee has attached hereto, as Exhibit A, a list describing all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which were created, made, conceived or reduced to practice by the Employee prior to the Employee’s employment by the Company and which are owned by Employee, which relate directly or indirectly to the current or anticipated future business of the Company, and which are not assigned to the Company hereunder (collectively, “Prior Developments”); or, if no such list is attached, Employee represents that there are no Prior Developments. Employee agrees not to incorporate any Prior Developments into any Company product, material, process or service without prior written consent of an officer of the Company. If Employee does incorporate any Prior Development into any Company product, material, process or service, Employee hereby grants to the Company a non-exclusive, worldwide, perpetual, transferable, irrevocable, royalty-free, fully-paid right and license to make, have made, use, offer for sale, sell, import, reproduce, modify, prepare derivative works, display, perform, transmit, distribute and otherwise exploit such Prior Development and to practice any method related thereto. (b) The Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by him/her Employee or under his/her Employee’s direction or jointly with others during his/her Employee’s employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). . The Employee acknowledges that each original work of authorship which is made by the Employee (bsolely or jointly with others) within the scope of and during the period of Employee’s employment with the Company and which is protectable by copyright is a “work made for hire,” as that term is defined in the United States Copyright Act. The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her Employee’s right, title and interest in and to all Developments (other than Prior Developments listed on Exhibit A, if any) 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. (c) The Employee agrees to cooperate fully with the Company, both during and after his/her Employee’s employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The 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 be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her Employee’s agent and attorney-in-fact to execute any such papers on his/her Employee’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Employee You have attached hereto, as Exhibit A, a list describing all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which you created, made, conceived or reduced to practice prior to your employment by the Company and that you own, and that are not assigned to the Company hereunder (collectively, “Prior Developments”); or, if no such list is attached, you represent that there are no Prior Developments. You agree not to incorporate any Prior Developments into any Company product, material, process or service without prior written consent of an officer of the Company. If you do incorporate or have incorporated any Prior Development into any Company product, material, process or service, you hereby grant to the Company a non-exclusive, worldwide, perpetual, transferable, irrevocable, royalty-free, fully-paid right and license to make, have made, use, offer for sale, sell, import, reproduce, modify, prepare derivative works, display, perform, transmit, distribute and otherwise exploit such Prior Development and to practice any method related thereto. (b) You will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which that are created, made, conceived or reduced to practice by him/her you or under his/her your direction or jointly with others during his/her your employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). . You acknowledge that each original work of authorship that you make (bsolely or jointly with others) The Employee agrees within the scope of and during the period of your employment with the Company and that is protectable by copyright is a “work made for hire,” as that term is defined in the United States Copyright Act. You agree to assign and does do hereby assign to the Company (or any person or entity designated by the Company) all his/her rightyour rights, title titles and interest interests in and to all Developments (other than Prior Developments listed on Exhibit A, if any) and all related patents, patent applications, copyrights and copyright applications. However, this paragraph Section 3(b) shall not apply to Developments which that: (a) by law you cannot be required to so assign; and/or (b) 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 that you 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 You understand that, to the extent this Agreement shall be construed in accordance with the laws of any state which that precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph Section 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 You also hereby waives waive all claims to moral rights in any Developments. (c) The Employee agrees You agree to cooperate fully with the Company, both during and after his/her your employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee You shall sign all papers, including, without limitation, including copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which that the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The Employee You further agrees agree that if the Company is unable, after reasonable effort, to secure the your signature of the Employee on any such papers, after prior written notice has been sent to you at the address on the Company’s personnel records, any executive officer of the Company shall be entitled to execute any such papers as the your agent and the attorney-in-fact of the Employeefact, and the Employee you hereby irrevocably designates designate and appoints appoint each executive officer of the Company as his/her your agent and attorney-in-fact to execute any such papers on his/her your behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Employee has attached hereto, as Schedule 1, a list describing all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which were created, made, conceived or reduced to practice by the Employee prior to the Employee’s employment by the Company and which are owned by the Employee, which relate directly or indirectly to the current or anticipated future business of the Company, and which are not assigned to the Company hereunder (collectively, “Prior Developments”); or, if no such list is attached, the Employee represents that there are no Prior Developments. The Employee agrees not to incorporate any Prior Developments into any Company product, material, process or service without prior written consent of an officer of the Company. If the Employee has incorporated or does incorporate any Prior Development into any Company product, material, process or service, the Employee hereby grants to the Company a nonexclusive, worldwide, perpetual, transferable, irrevocable, royalty-free, fully-paid right and license to make, have made, use, offer for sale, sell, import, reproduce, modify, prepare derivative works, display, perform, transmit, distribute and otherwise exploit such Prior Development and to practice any method related thereto. (b) The Employee has made and will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which have been or are created, made, conceived or reduced to practice by him/her the Employee or under his/her the Employee’s direction or jointly with others during his/her the Employee’s employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). . The Employee acknowledges that each original work of authorship which has been or is made by the Employee (bsolely or jointly with others) within the scope of and during the period of the Employee’s employment with the Company and which is protectable by copyright is a “work made for hire,” as that term is defined in the United States Copyright Act. The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her the Employee’s right, title and interest in and to all Developments (other than Prior Developments listed on Schedule 1, if any) and all related patents, patent applications, copyrights and copyright applications. However, this paragraph Section 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 Section 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. (c) The Employee agrees to cooperate fully with the Company, both during and after his/her the Employee’s employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The 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 be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her the Employee’s agent and attorney-in-fact to execute any such papers on his/her the Employee’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processesdiscoveries, methods, techniques, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by him/her the Employee or under his/her the Employee’s direction or jointly with others during his/her employment by the CompanyRelationship, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). (b) The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her right, title and interest 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 applications to the business or research maximum extent permitted by all applicable state statutes 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 Informationlaws. 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 hereby also hereby waives all claims to moral rights in any Developments. The Employee understands that the provisions of this Agreement requiring assignment of Developments to the Company do not apply to any invention which qualifies fully pursuant to any state statutes and laws, as applicable, and which meets the criteria on Exhibit A. The Employee agrees to advise the Company promptly in writing of any inventions that he/she believes meets the criteria of Exhibit A 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. (cd) 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, copyrights and patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments assignment of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The 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 be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her agent and attorney-in-fact to execute any such papers on his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processesdiscoveries, methods, techniquesprocesses, developments, software, and works of authorship, whether copyrightable, patentable or not, which are or have been created, made, conceived or reduced to practice by him/her Employee or under his/her Employee’s direction or jointly with others during his/her Employee’s employment by the CompanyKEYW, whether or not during normal working hours or on the premises of the Company KEYW (all of which are collectively referred to in this Agreement as “Developments”). (b) The To the extent that any Developments do not qualify as works made for hire, the Employee agrees to assign and does hereby assign irrevocably assigns to the Company (or any Affiliate, person or entity designated by the Company) all his/her of Employee’s right, title and interest in and to all Developments 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 3(b(b) shall not apply to Developments which do not relate to the present or planned 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 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 the CompanyKEYW’s premises and not using the CompanyKEYW’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(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. (c) The Employee agrees to cooperate fully with the CompanyKEYW, both during and after his/her employment with the CompanyEmployee’s employment, 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 Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company KEYW may deem necessary or desirable in order to protect its rights and interests in any Development. The Employee further agrees that if the Company KEYW is unable, after reasonable effort, to secure the signature of the 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 Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her Employee’s agent and attorney-attorney- in-fact to execute any such papers on his/her Employee’s behalf, and to take any and all actions as the Company KEYW may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Employee BD Sponsored FTE will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processesdiscoveries, methods, techniques, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived conceived, or reduced to practice by him/her or under his/her direction or jointly with others during his/her employment by tenure at the Company, Company whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “"Developments”"). (b) The Employee BD Sponsored FTE agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 3(b2(b) shall not apply to Developments which do not relate to the present or planned business or research and development conducted or planned to be conducted by of the Company at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Employee BD Sponsored FTE not during normal working hours, not on the Company’s 's premises and not using the Company’s '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. (c) The Employee BD Sponsored FTE agrees to cooperate fully with the Company, both during during, and after his/her employment tenure with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee BD Sponsored FTE shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests interest in any Development. The Employee BD Sponsored FTE further agrees that if the Company is unable, after reasonable effort, to secure the signature of the Employee BD Sponsored FTE 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 EmployeeBD Sponsored FTE, and the Employee BD Sponsored FTE hereby irrevocably designates and appoints each executive officer of the Company as his/her agent and attorney-in-fact to execute any such papers on his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Employee agrees to make and will make full and prompt disclosure to the Company of all discoveriesinventions, ideas, inventionsknow-how, improvements, enhancementsproduct ideas, processesnew products, discoveries, methods, techniques, developments, software, and works of authorship, whether or not patentable and whether or notnot 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 or conceived, reduced to practice by him/her or became owned by the Employee or under his/her his direction or jointly with others either (i) during his/her his employment by the Company, 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 either event, to the extent relevant to the Company's business, including but not limited to, its techniques, developments, projects or products (all of which which, whether disclosed or not, are collectively referred to in this Agreement as “"Developments”"). (b) The Employee agrees to assign and does hereby assign assign, convey and transfer to the Company (or any person or entity designated by the Company) all his/her righthis rights, title and interest 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 Developments; provided that the Employee not during normal working hours, not on the Company’s premises may use Developments described in (a)(ii) above in a manner that complies with terms set forth in Section 6 (Non-Compete) and not using the Company’s tools, devices, equipment or Section 7.1 (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 Developmentshereof. (c) The Employee agrees to cooperate fully with the Company, both during and after his/her his employment with the Company, with respect to the worldwide procurement, maintenance and enforcement enforcement, including assistance or cooperation in legal proceedings, of copyrights, patents and other intellectual property rights similar protections (both in the United States and foreign countries) relating to Developments; and, if such cooperation by the Employee is required after the Employee has ceased to be employed by the Company, then the Company will reimburse the Employee for any expenses reasonably incurred by Employee in connection with such cooperation. The Employee shall sign all papers, including, without limitation, copyright applications, assignments, declarations, powers of attorney, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorneyother related or necessary documents, which the Company may deem necessary or desirable in order to enforce and/or protect its rights and interests in any Development. The Employee further agrees that if the Company is unable, after reasonable effort, to secure the signature of the Employee on Developments or 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 Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her agent and attorney-in-fact to execute any such papers on his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentenceProprietary Information.

Developments. (a) The Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processesdiscoveries, methods, techniquesprocesses, developments, software, and works of authorship, whether copyrightable, patentable or not, which are created, made, conceived or reduced to practice by him/her Employee or under his/her Employee's direction or jointly with others during his/her Employee's employment by the CompanyKEYW, whether or not during normal working hours or on the premises of the Company KEYW (all of which are collectively referred to in this Agreement as “"Developments”"). (b) The To the extent that any Developments do not qualify as works made for hire, the Employee agrees to assign and does hereby assign irrevocably assigns to the Company (or any Affiliate, person or entity designated by the Company) all his/her of Employee's right, title and interest in and to all Developments 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 3(b(b) shall not apply to Developments which do not relate to the present or planned 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 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 the Company’s KEYW's premises and not using the Company’s KEYW'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(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. (c) The Employee agrees to cooperate fully with the CompanyKEYW, both during and after his/her employment with the CompanyEmployee's employment, 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 Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company KEYW may deem necessary or desirable in order to protect its rights and interests in any Development. The Employee further agrees that if the Company KEYW is unable, after reasonable effort, to secure the signature of the 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 Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her Employee's agent and attorney-in-fact to execute any such papers on his/her Employee's behalf, and to take any and all actions as the Company KEYW may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Employee agrees that the Employee will not incorporate any discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which were created, made, conceived or reduced to practice by the Employee prior to the Employee’s employment by the Company and which are owned by the Employee, which relate directly or indirectly to the current or anticipated future business of the Company, and which are not assigned to the Company hereunder (“Prior Developments”) into any Company product, material, process or service without prior written consent of an officer of the Company. If the Employee incorporates any Prior Development into any Company product, material, process or service, the Employee hereby grants to the Company a non-exclusive, worldwide, perpetual, transferable, irrevocable, royalty-free, fully-paid right and license to make, have made, use, offer for sale, sell, import, reproduce, modify, prepare derivative works, display, perform, transmit, distribute and otherwise exploit such Prior Development and to practice any method related thereto. (b) The Employee has made and will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which have been or are created, made, conceived or reduced to practice by him/her the Employee or under his/her the Employee’s direction or jointly with others during his/her the Employee’s employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). . The Employee acknowledges that each original work of authorship which has been or is made by the Employee (bsolely or jointly with others) within the scope of and during the period of the Employee’s employment with the Company and which is protectable by copyright is a “work made for hire,” as that term is defined in the United States Copyright Act. The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her of the Employee’s right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 3(bSection 2(b) shall not apply to Developments which (1) 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 practice, and (2) 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. . (c) 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(bSection 2(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. (cd) The Employee agrees to cooperate fully with the Company, both during and after his/her the Employee’s employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The 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 be entitled to execute any such papers as the agent and ​ the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her the Employee’s agent and attorney-in-fact to execute any such papers on his/her the Employee’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence. (e) Notwithstanding anything in this Section 2 to the contrary, the Company acknowledges that Employee is a faculty member of Tufts University, that this Section 2 is subject to Tufts University’s invention policies, and that inventions made and conceived by Employee on Tufts University’s premises, using Tufts University’s tools, devices, equipment, or proprietary information, or otherwise in the course and scope of Employee’s employment with Tufts University shall not be subject to this Section 2.

Developments. (a) The Employee has attached hereto, as Exhibit A, a list describing all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which were created, made, conceived or reduced to practice by the Employee prior to the Employee’s employment by the Company and which are owned by Employee, which relate directly or indirectly to the current or anticipated future business of the Company, and which are not assigned to the Company hereunder (collectively, “Prior Developments”); or, if no such list is attached, Employee represents that there are no Prior Developments. Employee agrees not to incorporate any Prior Developments into any Company product, material, process or service without prior written consent of an officer of the Company. If Employee does incorporate any Prior Development into any Company product, material, process or service, Employee hereby grants to the Company a non-exclusive, worldwide, perpetual, transferable, irrevocable, royalty-free, fully-paid right and license to make, have made, use, offer for sale, sell, import, reproduce, modify, prepare derivative works, display, perform, transmit, distribute and otherwise exploit such Prior Development and to practice any method related thereto. (b) The Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by him/her Employee or under his/her Employee’s direction or jointly with others during his/her Employee’s employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). . The Employee acknowledges that each original work of authorship which is made by the Employee (bsolely or jointly with others) within the scope of and during the period of Employee’s employment with the Company and which is protectable by copyright is a “work made for hire,” as that term is defined in the United States Copyright Act. The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her Employee’s right, title and interest in and to all Developments (other than Prior Developments listed on Exhibit A, if any) and all related patents, patent applications, copyrights and copyright applications. However, this paragraph Section 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 Section 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. (c) The Employee agrees to cooperate fully with the Company, both during and after his/her Employee’s employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The 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 be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her Employee’s agent and attorney-in-fact to execute any such papers on his/her Employee’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. The Employee has attached hereto, as Exhibit A, a list describing all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which were created, made, conceived or reduced to practice by the Employee prior to the Employee’s employment by the Company and which are owned by Employee, which relate directly or indirectly to the current or anticipated future business of the Company, and which are not assigned to the Company hereunder (a) collectively, “Prior Developments”); or, if no such list is attached, Employee represents that there are no Prior Developments. Employee agrees not to incorporate any Prior Developments into any Company product, material, process or service without prior written consent of an officer of the Company. If Employee does incorporate any Prior Development into any Company product, material, process or service, Employee hereby grants to the Company a non-exclusive, worldwide, perpetual, transferable, irrevocable, royalty-free, fully-paid right and license to make, have made, use, offer for sale, sell, import, reproduce, modify, prepare derivative works, display, perform, transmit, distribute and otherwise exploit such Prior Development and to practice any method related thereto. The Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by him/her Employee or under his/her Employee’s direction or jointly with others during his/her Employee’s employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). . The Employee acknowledges that each original work of authorship which is made by the Employee (bsolely or jointly with others) within the scope of and during the period of Employee’s employment with the Company and which is protectable by copyright is a “work made for hire,” as that term is defined in the United States Copyright Act. The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her Employee’s right, title and interest in and to all Developments (other than Prior Developments listed on Exhibit A, if any) 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. (c) . The Employee agrees to cooperate fully with the Company, both during and after his/her Employee’s employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The 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 be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her Employee’s agent and attorney-in-fact to execute any such papers on his/her Employee’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processesdiscoveries, methods, techniques, developments, software, and works of authorship, whether patentable or not, which relate in any way to the present or planned business or research and development of the Company as may exist at any time during the Employment Period and which are created, made, conceived or reduced to practice by him/her the Employee or under his/her his direction or jointly with others during his/her his employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “"Developments”"). (b) The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her his right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 3(bSection 7.2(b) shall not apply to Developments which do not relate to the present or planned business or research and development conducted or planned to be conducted by of 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 's premises and not using the Company’s '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(b7.2(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, other than Developments which do not relate to the present or planned business or research and development of the Company as may exist at any time during the Employment Period 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. (c) The Employee agrees to cooperate fully with the Company, at the Company's expense, both during and after his/her his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, copyrights and patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments assignment of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The 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 be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her well as the Chief Executive Officer of BESI as his agent and attorney-in-fact to execute any such papers on his/her his behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentenceSection 7.2(c).

Developments. The Employee has attached hereto, as Exhibit A, a list describing all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which were created, made, conceived or reduced to practice by the Employee prior to the Employee’s employment by the Company and which are owned by Employee, which relate directly or indirectly to the current or anticipated future business of the Company, and which are not assigned to the Company hereunder (a) collectively, “Prior Developments”); or, if no such list is attached, Employee represents that there are no Prior Developments. Employee agrees not to incorporate any Prior Developments into any Company product, material, process or service without prior written consent of an officer of the Company. If Employee does incorporate any Prior Development into any Company product, material, process or service, Employee hereby grants to the Company a non-exclusive, worldwide, perpetual, transferable, irrevocable, royalty-free, fully-paid right and license to make, have made, use, offer for sale, sell, import, reproduce, modify, prepare derivative works, display, perform, transmit, distribute and otherwise exploit such Prior Development and to practice any method related thereto. The Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by him/her Employee or under his/her Employee’s direction or jointly with others during his/her Employee’s employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). . The Employee acknowledges that each original work of authorship which is made by the Employee (bsolely or jointly with others) within the scope of and during the period of Employee’s employment with the Company and which is protectable by copyright is a “work made for hire,” as that term is defined in the United States Copyright Act. [The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her Employee’s right, title and interest in and to all Developments (other than Prior Developments listed on Exhibit A, if any) 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. (c) Developments.]1 The Employee agrees to cooperate fully with the Company, both during and after his/her Employee’s employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The 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 be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her Employee’s agent and attorney-in-fact to execute any such papers on his/her Employee’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Employee I hereby assign and transfer and, to the extent any such assignment cannot be made at present, will make full assign and prompt disclosure transfer, to the Company of and its successors and assigns, all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by him/her or under his/her direction or jointly with others during his/her employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). (b) The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her my right, title and interest in and to all Developments and all related patents(as defined below) that: (a) are created, 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 createddeveloped, made, conceived or reduced to practice by me (alone or jointly with others) or under my direction (collectively, “conceived”) during the period of my employment and which are made six (6) months thereafter and that relate to the business of the Company or to products, methods or services being researched, developed, manufactured or sold by the Company; or (b) result from tasks assigned to me by the Company; or (c) result from the use of premises, Proprietary Information or personal property (whether tangible or intangible) owned, licensed or leased by the Company (collectively, “Company- “Developments” mean inventions, discoveries, designs, developments, methods, modifications, improvements, processes, biological or chemical materials, algorithms, databases, computer programs, formulae, techniques, trade secrets, graphics or images, audio or visual works, and other works of authorship. If, in the course of my employment with the Company, I incorporate a Development conceived by me before my employment that are not Company-Related Developments (“Prior Inventions”) into a Company product, process or research or development program or other work done for the Employee Company, I hereby grant to the Company a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license (with the full right to sublicense through multiple tiers) to make, have made, modify, use, offer for sale, import and sell such Prior Invention. Notwithstanding the foregoing, I will not during normal working hoursincorporate, not on or permit to be incorporated, Prior Inventions in any Company-Related Development without the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Informationprior written consent. The Employee understands that, I understand that to the extent this Agreement shall is required to 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 Section will 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. (c) 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, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The 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 be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her agent and attorney-in-fact to execute any such papers on his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Employee will make full and prompt disclosure to the Company of You have attached hereto, as Exhibit A, a list describing all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which you created, made, conceived or reduced to practice prior to your employment by the Company and that you own, and that are not assigned to the Company hereunder (collectively, “Prior Developments”); or, if no such list is attached, you represent that there are no Prior Developments. You agree not to incorporate any Prior Developments into any Company product, material, process or service without prior written consent of an officer of the Company. If you do incorporate or have incorporated any Prior Development into any Company product, material, process or service, you hereby grant to the Company a non-exclusive, worldwide, perpetual, transferable, irrevocable, royalty-free, fully-paid right and license to make, have made, use, offer for sale, sell, import, reproduce, modify, prepare derivative works, display, perform, transmit, distribute and otherwise exploit such Prior Development and to practice any method related thereto. (b) You will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, ​ ​ developments, software, and works of authorship, whether patentable or not, that are created, made, conceived or reduced to practice by him/her you or under his/her your direction or jointly with others during his/her your employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). . You acknowledge that each original work of authorship that you make (bsolely or jointly with others) The Employee agrees within the scope of and during the period of your employment with the Company and that is protectable by copyright is a “work made for hire,” as that term is defined in the United States Copyright Act. You agree to assign and does do hereby assign to the Company (or any person or entity designated by the Company) all his/her rightyour rights, title titles and interest interests in and to all Developments (other than Prior Developments listed on Exhibit A, if any) and all related patents, patent applications, copyrights and copyright applications. However, this paragraph Section 3(b) shall not apply to Developments which that: (a) by law you cannot be required to so assign; and/or (b) 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 that you 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 You understand that, to the extent this Agreement shall be construed in accordance with the laws of any state which that precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph Section 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 You also hereby waives waive all claims to moral rights in any Developments. (c) The Employee agrees You agree to cooperate fully with the Company, both during and after his/her your employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee You shall sign all papers, including, without limitation, including copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which that the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The Employee You further agrees agree that if the Company is unable, after reasonable effort, to secure the your signature of the Employee on any such papers, after prior written notice has been sent to you at the address on the Company’s personnel records, any executive officer of the Company shall be entitled to execute any such papers as the your agent and the attorney-in-fact of the Employeefact, and the Employee you hereby irrevocably designates designate and appoints appoint each executive officer of the Company as his/her your agent and attorney-in-fact to execute any such papers on his/her your behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The If at any time or times during his employment, the Employee will make full and prompt disclosure shall (either alone or with others) make, conceive, create, discover, invent or reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade 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) (herein called “Developments”) that (i) relates to the business of the Company or any customer of or supplier to the Company in connection with such customer’s or supplier’s activities with the Company or any of all discoveriesthe products or services being developed, ideasmanufactured or sold by the Company or which may be used in relation therewith, inventions(ii) results from tasks assigned to the Employee by the Company or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable leased or not, which are created, made, conceived or reduced to practice by him/her or under his/her direction or jointly with others during his/her employment contracted for by the Company, whether or not during normal working hours or on such Developments and the premises benefits thereof are and shall immediately become the sole and absolute property of the Company and its assigns, as works made for hire or otherwise, and the Employee 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, the Employee hereby assigns any rights, title and interest (including, but not limited to, any copyrights and trademarks) in and to 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 the same, all of which are collectively referred available information relating thereto (with all necessary plans and models) to in this Agreement as “Developments”)the Company. (b) The Employee agrees to assign will, during his employment and does hereby assign to the Company (or at any person or entity designated by the Company) all his/her righttime thereafter, title and interest 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 request 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 cost 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. (c) The Employee agrees to cooperate fully with the Company, both during promptly sign, execute, make and after his/her employment with do all such deeds, documents, acts and things as the CompanyCompany and its duly authorized agents may reasonably require: (i) to apply for, with respect to the procurementobtain, maintenance register and enforcement of copyrights, patents and other intellectual property rights (both vest in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The 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 name of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of alone (unless the Company as his/her agent and attorney-in-fact to execute any such papers on his/her behalfotherwise directs) letters patent, and to take any and all actions as the Company may deem necessary copyrights, trademarks or desirable in order to protect its rights and interests other analogous protection in any Developmentcountry throughout the world and when so obtained or vested to renew and restore the same; and (ii) to defend any judicial, under the conditions described opposition or other proceedings in this sentencerespect of such applications and any judicial, opposition or other proceedings or petitions or applications for revocation of such letters patent, copyright, trademark or other analogous protection.

Developments. (a) The Employee agrees to make and will make full and prompt disclosure to the Company of all discoveriesinventions, ideas, inventionsknow-how, improvements, enhancementsproduct ideas, processesnew products, discoveries, methods, techniques, developments, software, and works of authorship, whether or not patentable and whether or notnot 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 or conceived, reduced to practice by him/her or became owned by the Employee or under his/her his direction or jointly with others either (i) during his/her his employment by the Company, 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 either event, to the extent relevant to the Company's business, including but not limited to, its techniques, developments, projects or products, but excluding systems, methods and techniques used prior to his employment by the Company (all of which which, whether disclosed or not, are collectively referred to in this Agreement as “"Developments”"). (b) The Employee agrees to assign and does hereby assign assign, convey and transfer to the Company (or any person or entity designated by the Company) all his/her righthis rights, title and interest 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 Developments; provided that the Employee not during normal working hours, not on the Company’s premises may use Developments described in (a)(ii) above in a manner that complies with terms set forth in Section 6 (Non-Compete) and not using the Company’s tools, devices, equipment or Section 7.1 (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 Developmentshereof. (c) The Employee agrees to cooperate fully with the Company, both during and after his/her his employment with the Company, with respect to the worldwide procurement, maintenance and enforcement enforcement, including assistance or cooperation in legal proceedings, of copyrights, patents and other intellectual property rights similar protections (both in the United States and foreign countries) relating to Developments; and, if such cooperation by the Employee is required after the Employee has ceased to be employed by the Company, then the Company will reimburse the Employee for any expenses reasonably incurred by Employee in connection with such cooperation. The Employee shall sign all papers, including, without limitation, copyright applications, assignments, declarations, powers of attorney, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorneyother related or necessary documents, which the Company may deem necessary or desirable in order to enforce and/or protect its rights and interests in any Development. The Employee further agrees that if the Company is unable, after reasonable effort, to secure the signature of the Employee on Developments or 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 Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her agent and attorney-in-fact to execute any such papers on his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentenceProprietary Information.

Developments. (a) The Employee will make full and prompt disclosure to the Company of all discoveriesinventions, ideas, inventionstrade secrets, improvements, enhancements, processesdiscoveries, methods, techniques, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by him/her or under his/her direction or jointly with others during his/her employment by the Company, whether or not during normal working hours or on the premises of the Company or using the Company’s data or assets (all of which are collectively referred to in this Agreement as “Developments”). (b) The Employee All Developments shall be considered works made for hire for the Company. If any Development is not considered a work made for hire by operation of law, then the Employee, without further consideration, hereby agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of his/her right, title and interest in and to all Developments and all related patents, patent applications, trademarks, trademark applications, copyrights and copyright applications. However; provided however, that this paragraph 3(bSection 2(b) shall not apply to Developments which do not relate to the present or planned business or research and development conducted of the Company (as described on Appendix A hereto) or any future business planned to be conducted by the Company at and known to the time such Development is created, made, conceived or reduced to practice Employee during his/her employment and which are made and conceived by the Employee not not: (i) during normal his/her working hours, not ; (ii) on the Company’s premises premises; and not (iii) 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 preclude a requirement in an employee employment agreement to assign certain classes of inventions made by an employee, this paragraph 3(bSection 2(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 (rights of authorship) in any Developments. (c) 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 trademarks, copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to DevelopmentsDevelopments provided that the Company shall pay all actual expenses reasonably incurred by the Employee in connection with such efforts. The Both during and after his/her employment with the Company, the Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The 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 be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her agent and attorney-in-fact to execute any such papers on his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence. (d) In order to avoid disputes over the application of this Section 2 to prior inventions or copyrightable materials, the Employee has listed on Appendix A to this Agreement (under the heading “Prior Inventions or Copyrightable Materials”) descriptions of patentable inventions and copyrightable materials that the Employee has developed and/or reduced to practice prior to his/her employment with the Company and that the Employee believes are, accordingly, excepted from the provisions of this Section 2. If the Employee has not disclosed anything under the heading “Prior Inventions or Copyrightable Materials” on Appendix A, then the disclosure “None.” shall be deemed to appear under such heading.

Developments. (a) The Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by him/her or under his/her direction or jointly with others during his/her employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). (b) The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 3(b) shall will 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 will 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 will 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. (c) 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, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee shall will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The 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 will be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her agent and attorney-in-fact to execute any such papers on his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Employee You have attached hereto, as Exhibit A, a list describing all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which you created, made, conceived or reduced to practice prior to your employment by the Company and that you own, and that are not assigned to the Company hereunder (collectively, “Prior Developments”); or, if no such list is attached, you represent that there are no Prior Developments. You agree not to incorporate any Prior Developments into any Company product, material, process or service without prior written consent of an officer of the Company. If you do incorporate or have incorporated any Prior Development into any Company product, material, process or service, you hereby grant to the Company a non-exclusive, worldwide, perpetual, transferable, irrevocable, royalty-free, fully-paid right and license to make, have made, use, offer for sale, sell, import, reproduce, modify, prepare derivative works, display, perform, transmit, distribute and otherwise exploit such Prior Development and to practice any method related thereto. (b) You will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which that are created, made, conceived or reduced to practice by him/her you or under his/her your direction or jointly with others during his/her your employment by the Exhibit 10.1 Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). . You acknowledge that each original work of authorship that you make (bsolely or jointly with others) The Employee agrees within the scope of and during the period of your employment with the Company and that is protectable by copyright is a “work made for hire,” as that term is defined in the United States Copyright Act. You agree to assign and does do hereby assign to the Company (or any person or entity designated by the Company) all his/her rightyour rights, title titles and interest interests in and to all Developments (other than Prior Developments listed on Exhibit A, if any) and all related patents, patent applications, copyrights and copyright applications. However, this paragraph Section 3(b) shall not apply to Developments which that: (a) by law you cannot be required to so assign; and/or (b) 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 that you 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 You understand that, to the extent this Agreement shall be construed in accordance with the laws of any state which that precludes a requirement in an employee agreement to assign certain classes of inventions made by an employeeemployee (including specifically California Labor Code Section 2870 as set forth in Exhibit B hereto), this paragraph Section 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 You also hereby waives waive all claims to moral rights in any Developments. (c) The Employee agrees You agree to cooperate fully with the Company, both during and after his/her your employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee You shall sign all papers, including, without limitation, including copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which that the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The Employee You further agrees agree that if the Company is unable, after reasonable effort, to secure the your signature of the Employee on any such papers, after prior written notice has been sent to you at the address on the Company’s personnel records, any executive officer of the Company shall be entitled to execute any such papers as the your agent and the attorney-in-fact of the Employeefact, and the Employee you hereby irrevocably designates designate and appoints appoint each executive officer of the Company as his/her your agent and attorney-in-fact to execute any such papers on his/her your behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. A. The Employee has attached hereto, as Appendix 1, a list describing all discoveries, ideas, inventions, improvements, enhancements, processes, procedures, methods, designs, plans, projects, systems, techniques, strategies, works, developments, software, and works of authorship, or modifications or derivatives of any of the foregoing (awhether or not patentable, copyrightable or constituting trade secrets) which were created, made, conceived, developed or reduced to practice by the Employee prior to the Employee’s employment by the Company and which are owned by the Employee, which relate directly or indirectly to the current or anticipated future business of the Company or any of its affiliates, and which are not assigned to the Company hereunder (collectively, “Prior Developments”); or, if no such list is attached, the Employee represents that there are no Prior Developments. The Employee agrees not to incorporate any Prior Developments into any product, material, process, or service of the Company or any of its affiliates without prior written consent of an officer of the Company. If the Employee does incorporate any Prior Development into any product, material, process or service of the Company or any of its affiliates, the Employee hereby grants to the Company a non-exclusive, worldwide, perpetual, transferable, irrevocable, royalty-free, fully-paid right and license, with the right to sublicense through multiple tiers, to make, have made, use, offer for sale, sell, import, export, reproduce, modify, prepare derivative works, display, perform, promote, market, transmit, distribute, permit the online use of or otherwise exploit such Prior Development and to practice any method related thereto. B. The Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, procedures, methods, designs, plans, projects, systems, techniques, strategies, works, developments, software, and works of authorship, or modifications or derivatives of any of the foregoing (whether or not patentable , copyrightable or not, constituting trade secrets) which are created, made, conceived conceived, developed or reduced to practice by him/her the Employee or under his/her the Employee’s direction or jointly with others during his/her the Employee’s employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). . The Employee acknowledges that each original work of authorship which is made by the Employee (bsolely or jointly with others) within the scope of and during the period of the Employee’s employment with the Company and which is protectable by copyright is a “work made for hire,” as that term is defined in the United States Copyright Act, and shall, upon creation, be owned exclusively by the Company. The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her the Employee’s right, title title, and interest in and to all Developments (other than Prior Developments listed on Appendix 1, if any) and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 3(b) Section 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 that the Employee not during normal working hours, not develops entirely on the CompanyEmployee’s premises and not own time without using the Company’s toolsequipment, devicessupplies, equipment facility, or Proprietary InformationTrade Secrets except for those inventions that (i) relate to the Company’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by the Employee for the Company. 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) Section 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, even after termination of any work on behalf of the Company. For purposes of this Agreement, “moral rights” means any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, or to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under any applicable law of any jurisdiction, regardless of whether or not such right is denominated or generally referred to as a “moral right”. (c) C. The Employee agrees to cooperate fully with the Company, both during and after his/her the Employee’s employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any DevelopmentDevelopment or to assign the Developments to the Company (or any person or entity designated by the Company). The Employee will not charge the Company for time spent in complying with these obligations. The 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 be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her the Employee’s agent and attorney-in-fact to execute any such papers on his/her the Employee’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Employee You have attached hereto, as Exhibit A, a list describing all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which you created, made, conceived or reduced to practice prior to your employment by the Company and that you own, and that are not assigned to the Company hereunder (collectively, “Prior Developments”); or, if no such list is attached, you represent that there are no Prior Developments. You agree not to incorporate any Prior Developments into any Company product, material, process or service without prior written consent of an officer of the Company. If you do incorporate or have incorporated any Prior Development into any Company product, material, process or service, you hereby grant to the Company a non-exclusive, worldwide, perpetual, transferable, irrevocable, royalty-free, fully-paid right and license to make, have made, use, offer for sale, sell, import, reproduce, modify, prepare derivative works, display, perform, transmit, distribute and otherwise exploit such Prior Development and to practice any method related thereto. (b) You will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which that are created, made, conceived or reduced to practice by him/her you or under his/her your direction or jointly with others during his/her your employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). . You acknowledge that each original work of authorship that you make (bsolely or jointly with others) The Employee agrees within the scope of and during the period of your employment with the Company and that is protectable by copyright is a “work made for hire,” as that term is defined in the United States Copyright Act. You agree to assign and does do hereby assign to the Company (or any person or entity designated by the Company) all his/her rightyour rights, title titles and interest interests in and to all Developments (other than Prior Developments listed on Exhibit A, if any) and all related patents, patent applications, copyrights and copyright applications. However, this paragraph Section 3(b) shall not apply to Developments which that: (a) by law you cannot be required to so assign; and/or (b) do not relate to Exhibit 10.6 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 that you 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 You understand that, to the extent this Agreement shall be construed in accordance with the laws of any state which that precludes a requirement in an employee agreement to assign certain classes of inventions made by an employeeemployee (including specifically California Labor Code Section 2870 as set forth in Exhibit B hereto), this paragraph Section 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 You also hereby waives waive all claims to moral rights in any Developments. (c) The Employee agrees You agree to cooperate fully with the Company, both during and after his/her your employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee You shall sign all papers, including, without limitation, including copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which that the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The Employee You further agrees agree that if the Company is unable, after reasonable effort, to secure the your signature of the Employee on any such papers, after prior written notice has been sent to you at the address on the Company’s personnel records, any executive officer of the Company shall be entitled to execute any such papers as the your agent and the attorney-in-fact of the Employeefact, and the Employee you hereby irrevocably designates designate and appoints appoint each executive officer of the Company as his/her your agent and attorney-in-fact to execute any such papers on his/her your behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, (i) which have been created, made, conceived or reduced to practice by the Employee or under his/her direction or jointly with others prior to the date hereof and which relate directly or indirectly to the business of the Company or (ii) which are created, made, conceived or reduced to practice by him/her or under his/her direction or jointly with others during his/her employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). (b) The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her right, title and interest 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 described in clause 3(a)(ii) above 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. (c) 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, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The 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 be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her agent and attorney-in-fact to execute any such papers on his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. a. If, during my employment, I (aeither alone or with others) The Employee will make full and prompt disclosure have made or shall make, conceive, discover or reduce to the Company of all discoveriespractice any invention, ideasdiscovery, inventionsdesign, improvementsdevelopment, enhancementsimprovement, processesprocess, methodssoftware program, techniques, developments, software, and works or work of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by him/her or under his/her direction or jointly with others during his/her employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred called "Developments"), that (a) relates to in this Agreement as “Developments”). the business of the Company or any of the products or services being developed, manufactured or sold by the Company, (b) The Employee agrees results from tasks assigned me by the Company or (c) uses or results from the use of premises, Proprietary Information or personal property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company. I agree to promptly and fully disclose to the Company each such Development. b. I agree to assign and does do hereby assign to the Company (or any person or entity designated by the Company) all his/her my right, title and interest 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 I understand that, to the extent this Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee employment agreement to assign certain classes of in inventions made by an employee, this paragraph 3(b2(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. (c) The Employee agrees c. I agree to cooperate fully with the Company, both during and after his/her my employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, copyrights and patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee I shall take such acts and shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The Employee further agrees that if I will also, at the Company is unable, after reasonable effort, to secure the signature request and cost of the Employee on any such papersCompany, any executive officer of the Company shall be entitled to sign and execute any such papers as the agent and the documents, including powers of attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her agent and attorney-in-fact to execute any take such papers on his/her behalf, and to take any and all actions acts as the Company and its duly authorized agents may deem necessary reasonably require to defend any opposition proceedings in respect of such applications and any opposition proceedings or desirable petitions or applications for revocation of such letters patent, copyrights or other analogous protection. d. I have disclosed in order writing to protect its rights the Company all Developments which I have made or conceived prior to my employment with the Company and interests in any Development, under the conditions described in I understand that these Developments are excluded from this sentenceAgreement.

Developments. (a) The Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processesdiscoveries, methods, techniquesprocesses, developments, software, and works of authorship, whether copyrightable, patentable or not, which are or have been created, made, conceived or reduced to practice by him/her Employee or under his/her Employee’s direction or jointly with others during his/her Employee’s employment by the CompanyKEYW, whether or not during normal working hours or on the premises of the Company KEYW (all of which are collectively referred to in this Agreement as “Developments”). (b) The To the extent that any Developments do not qualify as works made for hire, the Employee agrees to assign and does hereby assign irrevocably assigns to the Company (or any Affiliate, person or entity designated by the Company) all his/her of Employee’s right, title and interest in and to all Developments 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 3(b(b) shall not apply to Developments which do not relate to the present or planned 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 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 the CompanyKEYW’s premises and not using the CompanyKEYW’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(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. (c) The Employee agrees to cooperate fully with the CompanyKEYW, both during and after his/her employment with the CompanyEmployee’s employment, 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 Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company KEYW may deem necessary or desirable in order to protect its rights and interests in any Development. The Employee further agrees that if the Company KEYW is unable, after reasonable effort, to secure the signature of the 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 Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her Employee’s agent and attorney-in-fact to execute any such papers on his/her Employee’s behalf, and to take any and all actions as the Company KEYW may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processesdiscoveries, methods, techniques, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by him/her the Employee or under his/her the Employee’s direction or jointly with others during his/her employment by the CompanyRelationship, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). (b) . The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her right, title and interest 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 applications to the business maximum extent permitted by Section 805 of the Delaware Code Annotated 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 Informationany like statute of any other state. 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 hereby also hereby waives all claims to moral rights in any Developments. . The Employee understands that the provisions of this Agreement requiring assignment of Developments to the Company do not apply to any invention which qualifies fully under the provisions of Section 805 of the Delaware Code Annotated (cattached 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 of the Delaware Code Annotated and not otherwise disclosed on Exhibit B. 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. 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, copyrights and patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments assignment of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The 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 be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her agent and attorney-in-fact to execute any such papers on his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Employee agrees to make and will make full and prompt disclosure to the Company of all discoveriesinventions, ideas, inventionsknow-how, improvements, enhancementsproduct ideas, processesnew products, discoveries, methods, techniques, developments, software, and works of authorship, whether or not patentable and whether or notnot 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 or conceived, reduced to practice by him/her or became owned by the Employee or under his/her his direction or jointly with others either (i) during his/her his employment by the Company, 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 either event, to the extent relevant to the Company’s business, including but not limited to, its techniques, developments, projects or products (all of which which, whether disclosed or not, are collectively referred to in this Agreement as “Developments”). (b) The Employee agrees to assign and does hereby assign assign, convey and transfer to the Company (or any person or entity designated by the Company) all his/her righthis rights, title and interest 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 Developments; provided that the Employee not during normal working hours, not on the Company’s premises may use Developments described in (a)(ii) above in a manner that complies with terms set forth in Section 6 (Non-Compete) and not using the Company’s tools, devices, equipment or Section 7.1 (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 Developmentshereof. (c) The Employee agrees to cooperate fully with the Company, both during and after his/her his employment with the Company, with respect to the worldwide procurement, maintenance and enforcement enforcement, including assistance or cooperation in legal proceedings, of copyrights, patents and other intellectual property rights similar protections (both in the United States and foreign countries) relating to Developments; and, if such cooperation by the Employee is required after the Employee has ceased to be employed by the Company, then the Company will reimburse the Employee for any expenses reasonably incurred by Employee in connection with such cooperation. The Employee shall sign all papers, including, without limitation, copyright applications, assignments, declarations, powers of attorney, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorneyother related or necessary documents, which the Company may deem necessary or desirable in order to enforce and/or protect its rights and interests in any Development. The Employee further agrees that if the Company is unable, after reasonable effort, to secure the signature of the Employee on Developments or 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 Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her agent and attorney-in-fact to execute any such papers on his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentenceProprietary Information.

Developments. (a) The Employee You have attached hereto, as Exhibit A, a list describing all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which you created, made, conceived or reduced to practice prior to your employment by the Company and that you own, and that are not assigned to the Company hereunder (collectively, “Prior Developments”); or, if no such list is attached, you represent that there are no Prior Developments. You agree not to incorporate any Prior Developments into any Company product, material, process or service without prior written consent of an officer of the Company. If you do incorporate or have incorporated any Prior Development into any Company product, material, process or service, you hereby grant to the Company a non-exclusive, worldwide, perpetual, transferable, irrevocable, royalty-free, fully-paid right and license to make, have made, use, offer for sale, sell, import, reproduce, modify, prepare derivative works, display, perform, transmit, distribute and otherwise exploit such Prior Development and to practice any method related thereto. (b) You will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which that are created, made, conceived or reduced to practice by him/her you or under his/her your direction or jointly with others during his/her your employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). . You acknowledge that each original work of authorship that you make (bsolely or jointly with others) The Employee agrees within the scope of and during the period of your employment ​ with the Company and that is protectable by copyright is a “work made for hire,” as that term is defined in the United States Copyright Act. You agree to assign and does do hereby assign to the Company (or any person or entity designated by the Company) all his/her rightyour rights, title titles and interest interests in and to all Developments (other than Prior Developments listed on Exhibit A, if any) and all related patents, patent applications, copyrights and copyright applications. However, this paragraph Section 3(b) shall not apply to Developments which that: (a) by law you cannot be required to so assign; and/or (b) 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 that you 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 You understand that, to the extent this Agreement shall be construed in accordance with the laws of any state which that precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph Section 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 You also hereby waives waive all claims to moral rights in any Developments. (c) The Employee agrees You agree to cooperate fully with the Company, both during and after his/her your employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee You shall sign all papers, including, without limitation, including copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which that the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The Employee You further agrees agree that if the Company is unable, after reasonable effort, to secure the your signature of the Employee on any such papers, after prior written notice has been sent to you at the address on the Company’s personnel records, any executive officer of the Company shall be entitled to execute any such papers as the your agent and the attorney-in-fact of the Employeefact, and the Employee you hereby irrevocably designates designate and appoints appoint each executive officer of the Company as his/her your agent and attorney-in-fact to execute any such papers on his/her your behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processesdiscoveries, methods, techniques, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by him/her or under his/her direction or jointly with others during his/her employment contracted service by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). (b) The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 3(b2(b) shall not apply to Developments which do not relate to the present or planned business or research and development conducted or planned to be conducted by of 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 employment agreement to assign certain classes of inventions made by an employee, this paragraph 3(b2(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. (c) The Employee agrees to cooperate fully with the Company, both during and after his/her employment contracted service with the Company, with respect to the procurement, maintenance and enforcement enfor4cement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The 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 be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably irrevocable designates and appoints each executive officer of the Company as hisher/her agent and attorney-in-fact to execute any such papers on his/her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests interest in any Development, under the conditions described in this sentence.

Developments. (a) The Employee has attached hereto, as Exhibit A, a list describing all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which were created, made, conceived or reduced to practice by the Employee prior to the Employee’s employment by the Company and which are owned by the Employee, which relate directly or indirectly to the current or anticipated future business of the Company, and which are not assigned to the Company hereunder (collectively, “Prior Developments”); or, if no such list is attached, the Employee represents that there are no Prior Developments. The Employee agrees not to incorporate any Prior Developments into any Company product, material, process or service without prior written consent of an officer of the Company. If the Employee does incorporate any Prior Development into any Company product, material, process or service, the Employee hereby grants to the Company a non-exclusive, worldwide, perpetual, transferable, irrevocable, royalty-free, fully-paid right and license to make, have made, use, offer for sale, sell, import, reproduce, modify, prepare derivative works, display, perform, transmit, distribute and otherwise exploit such Prior Development and to practice any method related thereto. (b) The Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by him/her the Employee or under his/her the Employee’s direction or jointly with others during his/her the Employee’s employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). . The Employee acknowledges that each original work of authorship which is made by the Employee (bsolely or jointly with others) within the scope of and during the period of the Employee’s employment with the Company and which is protectable by copyright is a “work made for hire,” as that term is defined in the United States Copyright Act. The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her the Employee’s right, title and interest in and to all Developments (other than Prior Developments listed on Exhibit A, if any) and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 3(b) shall not apply to Developments which do not relate applications to the business or research and development conducted or planned to be conducted maximum extent permitted by Section 2870 of 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 InformationCalifornia Labor Code. The Employee understands that, that the provisions of this Agreement requiring assignment of Developments 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 Company do not to apply to any invention which a court rules and/or qualifies fully under the Company agrees falls within such classesprovisions of California Labor Code Section 2870 (attached hereto as Exhibit B). 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 after his/her the Employee’s employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The 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 be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her the Employee’s agent and attorney-in-fact to execute any such papers on his/her the Employee’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

Developments. (a) The Employee has attached hereto, as Exhibit A, a list describing all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which were created, made, conceived or reduced to practice by the Employee prior to the Employee’s employment by the Company and which are owned by Employee, which relate directly or indirectly to the current or anticipated future business of the Company, and which are not assigned to the Company hereunder (collectively, “Prior Developments”); or, if no such list is attached, Employee represents that there are no Prior Developments. Employee agrees not to incorporate any Prior Developments into any Company product, material, process or service without prior written consent of an officer of the Company. If Employee does incorporate any Prior Development into any Company product, material, process or service, Employee hereby grants to the Company a non-exclusive, worldwide, perpetual, transferable, irrevocable, royalty-free, fully-paid right and license to make, have made, use, offer for sale, sell, import, reproduce, modify, prepare derivative works, display, perform, transmit, distribute and otherwise exploit such Prior Development and to practice any method related thereto. (b) The Employee will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by him/her Employee or under his/her Employee’s direction or jointly with others during his/her Employee’s employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). . The Employee acknowledges that each original work of authorship which is made by the Employee (bsolely or jointly with others) within the scope of and during the period of Employee’s employment with the Company and which is protectable by copyright is a “work made for hire,” as that term is defined in the United States Copyright Act. The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her Employee’s right, title and interest in and to all Developments (other than Prior Developments listed on Exhibit A, if any) and all related patents, patent applications, copyrights and copyright applications. However, this paragraph Section 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 Section 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. (c) The Employee agrees to cooperate fully with the Company, both during and after his/her Employee’s employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The 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 be entitled to execute any such papers as the agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of the Company as his/her Employee’s agent and attorney-in-fact to execute any such papers on his/her Employee’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.