Common use of Developments Clause in Contracts

Developments. (a) The Executive will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during 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 Executive agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. (c) The Executive agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the prosecution, procurement, maintenance and enforcement and/or defense of patents, trademarks, copyrights, trade secrets and other means for protection of proprietary information (both in the United States and foreign countries) relating to Developments. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The Executive shall further execute and deliver all such instruments and take all other actions as in the opinion of the Company and its counsel shall be appropriate to vest in the Company (or in such person as the Company may specify) all right, title and interest in said patents, trademarks, copyrights, trade secrets and other means of protecting proprietary information in any Development. (d) Whenever requested to do so by the Company, both during and after his employment with the Company, and at the expense of the Company, the Executive shall cooperate fully and assist in the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future in connection with (i) any litigation commenced by the Company against third parties, (ii) any litigation commenced by a third party against the Company and (iii) any administrative hearing or administrative proceeding involving the Company. The Executive's full cooperation in connection with any claims, actions or administrative proceedings shall include, but not be limited to, his being available to meet with the Company's counsel to prepare for trial, discovery or an administrative hearing and to act as a witness when requested by the Company at reasonable times designated by the Company. (e) The Executive hereby irrevocably appoints the Company to be his attorney in fact and, in his name and on his behalf, to execute all such instruments and take all other actions and generally to use his name for the purpose of providing to the Company the full benefit of the provisions of this Section 8 of the Agreement. (f) The Executive hereby waives and quitclaims to the Company any and all claims, of any nature, which the Executive now or may hereafter have for infringement of any Development assigned hereunder to the Company. (g) The Executive acknowledges and agrees that all original works of authorship which are made by the Executive (solely or jointly with others) within the scope of Executive's employment and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. Section 101).

Developments. (a) The Executive Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by the Executive him/her or under his his/her direction or jointly with others during his his/her employment 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 Executive Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his his/her right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 2(b) shall not apply to Developments which do not relate to the present or planned business or research and development of the Company and which are made and conceived by the Employee not during normal working hours, not on the Company's premises and not using the Company's tools, devices, equipment or Proprietary Information. The 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 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. (c) The Executive Employee agrees to cooperate fully with the Company, both during and after his his/her employment with the Company, with respect to the prosecution, procurement, maintenance and enforcement and/or defense of patents, trademarks, copyrights, trade secrets patents and other means for protection of proprietary information intellectual property rights (both in the United States and foreign countries) relating to Developments. Executive The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment 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 Executive shall Employee further execute and deliver all agrees that if the Company is unable, after reasonable effort, to secure the signature of the Employee on any such instruments and take all other actions as in the opinion papers, any executive officer of the Company and its counsel shall be appropriate entitled to vest in 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 (or in as his/her agent and attorney-in-fact to execute any such person papers on his/her behalf, and to take any and all actions as the Company may specify) all right, title deem necessary or desirable in order to protect its rights and interest in said patents, trademarks, copyrights, trade secrets and other means of protecting proprietary information interests in any Development, under the conditions described in this sentence. (d) Whenever requested to do so by the Company, both during and after his employment with the Company, and at the expense of the Company, the Executive shall cooperate fully and assist in the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future in connection with (i) any litigation commenced by the Company against third parties, (ii) any litigation commenced by a third party against the Company and (iii) any administrative hearing or administrative proceeding involving the Company. The Executive's full cooperation in connection with any claims, actions or administrative proceedings shall include, but not be limited to, his being available to meet with the Company's counsel to prepare for trial, discovery or an administrative hearing and to act as a witness when requested by the Company at reasonable times designated by the Company. (e) The Executive hereby irrevocably appoints the Company to be his attorney in fact and, in his name and on his behalf, to execute all such instruments and take all other actions and generally to use his name for the purpose of providing to the Company the full benefit of the provisions of this Section 8 of the Agreement. (f) The Executive hereby waives and quitclaims to the Company any and all claims, of any nature, which the Executive now or may hereafter have for infringement of any Development assigned hereunder to the Company. (g) The Executive acknowledges and agrees that all original works of authorship which are made by the Executive (solely or jointly with others) within the scope of Executive's employment and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. Section 101).

Developments. (a) The Executive will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during 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 Executive agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. (c) The Executive agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the prosecution, procurement, maintenance and enforcement and/or defense of patents, trademarks, copyrights, trade secrets and other means for protection of proprietary information (both in the United States and foreign countries) relating to Developments. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The Executive shall further execute and deliver all such instruments and take all other actions as in the opinion of the Company and its counsel shall be appropriate to vest in the Company (or in such person as the Company may specify) all right, title and interest in said patents, trademarks, copyrights, trade secrets and other means of protecting proprietary information in any Development. (d) Whenever requested to do so by the Company, both during and after his employment with the Company, and at the expense of the Company, the Executive shall cooperate fully and assist in the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future in connection with (i) any litigation commenced by the Company against third parties, (ii) any litigation commenced by a third party against the Company and (iii) any administrative hearing or administrative proceeding involving the Company. The Executive's ’s full cooperation in connection with any claims, actions or administrative proceedings shall include, but not be limited to, his being available to meet with the Company's ’s counsel to prepare for trial, discovery or an administrative hearing and to act as a witness when requested by the Company at reasonable times designated by the Company. (e) The Executive hereby irrevocably appoints the Company to be his attorney in fact and, in his name and on his behalf, to execute all such instruments and take all other actions and generally to use his name for the purpose of providing to the Company the full benefit of the provisions of this Section 8 of the Agreement. (f) The Executive hereby waives and quitclaims to the Company any and all claims, of any nature, which the Executive now or may hereafter have for infringement of any Development assigned hereunder to the Company. (g) The Executive acknowledges and agrees that all original works of authorship which are made by the Executive (solely or jointly with others) within the scope of Executive's ’s employment and which are protectable by copyright are "“works made for hire," ” as that term is defined in the United States Copyright Act (17 U.S.C. Section 101).

Developments. (a) The Executive will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, and works of authorship, whether or not patentable or notcopyrightable, which are created, made, conceived or reduced to practice by the Executive or under his the Executive's direction or jointly with others during his employment by the CompanyEmployment Period, 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 Executive agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of his or her right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applicationsapplications for no additional consideration. However, this Section 4.2(b) shall not apply to Developments which do not relate to the present or planned business or research and development of the Company and which are made and conceived by the Executive 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 Notwithstanding the foregoing, copyrightable developments shall be considered to be "works made for hire" (as such term is defined in the U.S. Copyright Act), and as such shall be created by the Executive for the exclusive benefit of the Company. To the extent that any Development does not qualify as a "work made for hire," all right, title and interest in and to such Development, or portion thereof, shall be assigned by the Executive to the Company for no additional consideration in accordance with the preceding paragraph. (d) Executive agrees to cooperate fully with the Company, both during and after his employment with the CompanyEmployment Period, with respect to the prosecution, procurement, maintenance and enforcement and/or defense of patents, trademarks, copyrights, trade secrets patents and all other means for protection of proprietary information intellectual property rights (both in the United States and foreign countries) relating to Developments. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The Executive shall further execute and deliver all such instruments and take all other actions as in the opinion of the Company and its counsel shall be appropriate to vest in the Company (or in such person as the Company may specify) all right, title and interest in said patents, trademarks, copyrights, trade secrets and other means of protecting proprietary information in any Development. (d) Whenever requested to do so by the Company, both during and after his employment with the Company, and at the expense of the Company, the Executive shall cooperate fully and assist in the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future in connection with (i) any litigation commenced by the Company against third parties, (ii) any litigation commenced by a third party against the Company and (iii) any administrative hearing or administrative proceeding involving the Company. The Executive's full cooperation in connection with any claims, actions or administrative proceedings shall include, but not be limited to, his being available to meet with the Company's counsel to prepare for trial, discovery or an administrative hearing and to act as a witness when requested by the Company at reasonable times designated by the Company. (e) The Executive hereby irrevocably appoints represents that his or her engagement by the Company and the performance of his or her duties on behalf of the Company does not, and shall not, breach any agreement that obligates Executive to be his attorney keep in fact andconfidence any trade secrets or confidential or proprietary information of any other party or to refrain from competing, in his name and on his behalfdirectly or indirectly, to execute all such instruments and take all with the business of any other actions and generally to use his name for the purpose of providing party. Executive shall not disclose to the Company the full benefit any trade secrets or confidential or proprietary information of the provisions of this Section 8 of the Agreementany other party. (f) The Executive hereby waives and quitclaims to acknowledges that the Company any and all claims, of any nature, which the Executive now from time to time may have agreements with other persons or may hereafter have for infringement of any Development assigned hereunder to the Company. (g) The Executive acknowledges and agrees that all original works of authorship which are made by the Executive (solely or jointly with others) within the scope of Executive's employment and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. Section 101)Government, or agencies thereof, that impose obligations or restrictions on the Company regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. Executive agrees to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of the Company under such agreements.

Developments. (a) The Executive Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived conceived, or reduced to practice by the Executive him/her or under his his/her direction or jointly with others during his his/her employment by 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 Executive Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his his/her right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 2(b) shall not apply to Developments which do not relate to the present or planned business or research and development of the Company and which are made and conceived by the Employee not during normal working hours, not on the Company's premises and not using the Company's tools, devices, equipment or Proprietary Information. The Employee understands that, to the extent this Agreement shall be construed in accordance with the law of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 2(b) shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments. (c) The Executive Employee agrees to cooperate fully with the Company, both during and after his his/her employment with the Company, with respect to the prosecution, procurement, maintenance and enforcement and/or defense of patents, trademarks, copyrights, trade secrets patents and other means for protection of proprietary information intellectual property rights (both in the United States and foreign countries) relating to Developments. Executive The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment 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 Executive shall Employee further execute and deliver all agrees that if the Company is unable, after reasonable effort, to secure the signature of the Employee on any such instruments and take all other actions as in the opinion papers, any executive officer of the Company and its counsel shall be appropriate entitled to vest in 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 (or in as his/her agent and attorney-in-fact to execute any such person papers on his/her behalf, and to take any and all actions as the Company may specify) all right, title deem necessary or desirable in order to protect its rights and interest in said patents, trademarks, copyrights, trade secrets and other means of protecting proprietary information interests in any Development, under the conditions described in this sentence. (d) Whenever requested to do so by the Company, both during and after his employment with the Company, and at the expense of the Company, the Executive shall cooperate fully and assist in the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future in connection with (i) any litigation commenced by the Company against third parties, (ii) any litigation commenced by a third party against the Company and (iii) any administrative hearing or administrative proceeding involving the Company. The Executive's full cooperation in connection with any claims, actions or administrative proceedings shall include, but not be limited to, his being available to meet with the Company's counsel to prepare for trial, discovery or an administrative hearing and to act as a witness when requested by the Company at reasonable times designated by the Company. (e) The Executive hereby irrevocably appoints the Company to be his attorney in fact and, in his name and on his behalf, to execute all such instruments and take all other actions and generally to use his name for the purpose of providing to the Company the full benefit of the provisions of this Section 8 of the Agreement. (f) The Executive hereby waives and quitclaims to the Company any and all claims, of any nature, which the Executive now or may hereafter have for infringement of any Development assigned hereunder to the Company. (g) The Executive acknowledges and agrees that all original works of authorship which are made by the Executive (solely or jointly with others) within the scope of Executive's employment and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. Section 101).

Developments. (a) The Executive will make full and prompt disclosure to the Company Companies of all inventions, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment by the CompanyCompanies, whether or not during normal working hours or on the premises of the Company Companies (all of which are collectively referred to in this Agreement as "Developments"). (b) The Executive agrees to assign and does hereby assign to the Company Companies (or any person or entity designated by the CompanyCompanies) all his right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applicationsapplications developed during his employment with the Companies. However, this Section 8.2(b) shall not apply to Developments which do not relate to the present or planned business or research and development of the Companies and which are made and conceived by the Executive not during normal working hours, not on the Companies' premises and not using the Companies' tools, devices, equipment or Proprietary Information. (c) The Executive agrees to cooperate fully with the CompanyCompanies, both during and after his employment with the CompanyCompanies, with respect to the prosecution, procurement, maintenance and enforcement and/or defense of patents, trademarks, copyrights, trade secrets copyrights and other means for protection of proprietary information patents (both in the United States and foreign countries) relating to Developments. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights, and powers of attorney, which the Company Companies may deem necessary or desirable in order to protect its rights and interests in any Development. The Executive shall further execute and deliver all such instruments and take all other actions as in the opinion of the Company and its counsel shall be appropriate to vest in the Company (or in such person as the Company may specify) all right, title and interest in said patents, trademarks, copyrights, trade secrets and other means of protecting proprietary information in any Development. (d) Whenever requested to do so by the Company, both during and after his employment with the Company, and at the expense of the Company, the Executive shall cooperate fully and assist in the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future in connection with (i) any litigation commenced by the Company against third parties, (ii) any litigation commenced by a third party against the Company and (iii) any administrative hearing or administrative proceeding involving the Company. The Executive's full cooperation in connection with any claims, actions or administrative proceedings shall include, but not be limited to, his being available to meet with the Company's counsel to prepare for trial, discovery or an administrative hearing and to act as a witness when requested by the Company at reasonable times designated by the Company. (e) The Executive hereby irrevocably appoints the Company to be his attorney in fact and, in his name and on his behalf, to execute all such instruments and take all other actions and generally to use his name for the purpose of providing to the Company the full benefit of the provisions of this Section 8 of the Agreement. (f) The Executive hereby waives and quitclaims to the Company any and all claims, of any nature, which the Executive now or may hereafter have for infringement of any Development assigned hereunder to the Company. (g) The Executive acknowledges and agrees that all original works of authorship which are made by the Executive (solely or jointly with others) within the scope of Executive's employment and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. Section 101).

Developments. (a) The Executive will make full and prompt disclosure to the Company of Employee agrees that all inventions, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by the Executive Employee or under his his/her direction or jointly with others during his 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")) shall be the sole property of the Company. (b) The Executive Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his his/her right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this Section 3(b) shall not apply to Developments which do not relate to the present or planned business of the Company and which are made and conceived by the Employee not during normal working hours, not on the Company's premises and not using the Company's tools, devices, equipment or Proprietary Information. (c) The Executive Employee agrees to cooperate fully with the Company, both during and after his his/her employment with the Company, with respect to the prosecution, procurement, maintenance and enforcement and/or defense of patents, trademarks, copyrights, trade secrets copyrights and other means for protection of proprietary information patents (both in the United States and foreign countries) relating to Developments. Executive Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights, and powers of attorney, which the Company may deem are reasonably necessary or desirable in order to protect its rights and interests in any Development. The Executive shall further execute and deliver all such instruments and take all other actions as in the opinion of the Company and its counsel shall be appropriate to vest in the Company (or in such person as the Company may specify) all right, title and interest in said patents, trademarks, copyrights, trade secrets and other means of protecting proprietary information in any Development4. (d) Whenever requested to do so by the Company, both during and after his employment with the Company, and at the expense of the Company, the Executive shall cooperate fully and assist in the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future in connection with (i) any litigation commenced by the Company against third parties, (ii) any litigation commenced by a third party against the Company and (iii) any administrative hearing or administrative proceeding involving the Company. The Executive's full cooperation in connection with any claims, actions or administrative proceedings shall include, but not be limited to, his being available to meet with the Company's counsel to prepare for trial, discovery or an administrative hearing and to act as a witness when requested by the Company at reasonable times designated by the Company. (e) The Executive hereby irrevocably appoints the Company to be his attorney in fact and, in his name and on his behalf, to execute all such instruments and take all other actions and generally to use his name for the purpose of providing to the Company the full benefit of the provisions of this Section 8 of the Agreement. (f) The Executive hereby waives and quitclaims to the Company any and all claims, of any nature, which the Executive now or may hereafter have for infringement of any Development assigned hereunder to the Company. (g) The Executive acknowledges and agrees that all original works of authorship which are made by the Executive (solely or jointly with others) within the scope of Executive's employment and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. Section 101).

Developments. If at any time or times during the Term, Employee shall (either alone or with others) make, conceive, discover or reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called “Developments”) that (a) The Executive will make full and prompt disclosure relates to the business of the Company or any customer of or supplier to the Company or any of all inventionsthe products or services being developed, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable manufactured or not, which are created, made, conceived or reduced to practice sold by the Executive Company or under his direction which may be used in relation therewith, (b) results from tasks assigned to Employee by the Company or jointly with others during his employment (c) results from the use of premises or personal property (whether tangible or intangible) owned by, leased by or contracted for the Company, whether or not during normal working hours or on such Developments and the premises benefits thereof shall immediately become the sole and absolute property of the Company (all of which are collectively referred to in this Agreement as "Developments"). (b) The Executive agrees to assign and does hereby assign its assigns. Employee shall promptly disclose to the Company (or any person or entity persons designated by it) each such Development and hereby assign any rights that Employee may have or acquire in the Developments and benefits and/or rights resulting from the Development to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without publishing the same, all available information relating thereto (with all necessary plans and models) to the Company) all his right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. (ca) The Executive agrees Upon disclosure of each Development to cooperate fully with the Company, both Employee will, during the Term and after his employment with at any time thereafter, at the request and cost of the Company, sign, execute, make and do all such deeds, documents, acts and things as the Company and its duly authorized agent may reasonably require: (i) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights or other analogous protection in any country throughout the world relating to such Development and when so obtained or vested to renew and restore the same; and (ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection relating to each Development. In the event the Company is unable, after reasonable effort, to secure Employee’s signature on any letters patent, copyright or other analogous protection relating to a Development, whether because of Employee’s physical or mental incapacity or for any other reason, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney-in-fact, to act for and in Employee’s behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or other analogous protection thereon with respect the same legal force and effect as if executed by Employee. (b) All decisions relative to the prosecution, procurement, maintenance and enforcement and/or defense of patents, trademarks, copyrights, trade secrets and copyrights or other means for protection petitions shall be at the sole discretion of proprietary information (both in the United States and foreign countries) relating to Developments. Executive shall sign all papersCompany, including, without limitation, copyright applicationsdecisions as to whether and where applications shall be filed, patent applicationspursued and abandoned. (c) Employee may request a release or partial release from this Agreement as to any specific Development which is not being used, declarationsor is not contemplated being used. Such release may, oaths, formal 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 Executive shall further execute and deliver all such instruments and take all other actions as in the opinion of if granted by the Company and its counsel shall be appropriate to vest in the Company (Company’s sole discretion, be full or in limited or may contain such person other restrictions and conditions as the Company may specify) all right, title and interest in said patents, trademarks, copyrights, trade secrets and other means of protecting proprietary information in any Developmentrequire. (d) Whenever requested Employee represents that the Employee has no agreements or obligations to do so by others in conflict with this Section 10 and that the CompanyEmployee does not own or have an interest in any patent, both during patent applications or Development except as disclosed in writing and after his employment with attached to this Agreement. Employee represents that the Company, and at the expense of the Company, the Executive shall cooperate fully and assist Developments identified in the Company in attached pages, if any, comprise all the defense unpatented and copyrighted Developments which Employee has made or prosecution of any claims or actions now in existence or which may be brought in the future in connection with (i) any litigation commenced by the Company against third parties, (ii) any litigation commenced by a third party against the Company and (iii) any administrative hearing or administrative proceeding involving the Company. The Executive's full cooperation in connection with any claims, actions or administrative proceedings shall include, but not be limited to, his being available to meet with the Company's counsel to prepare for trial, discovery or an administrative hearing and to act as a witness when requested by the Company at reasonable times designated by the Company. (e) The Executive hereby irrevocably appoints the Company to be his attorney in fact and, in his name and on his behalf, to execute all such instruments and take all other actions and generally to use his name for the purpose of providing conceived prior to the Company the full benefit of the provisions of employment, which Developments are excluded from this Section 8 of the Agreement. (f) The Executive hereby waives and quitclaims to the Company any and all claims, of any nature, which the Executive now or may hereafter have for infringement of any Development assigned hereunder to the Company. (g) The Executive acknowledges and agrees that all original works of authorship which are made by the Executive (solely or jointly with others) within the scope of Executive's employment and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. Section 101).

Developments. (a) The Executive will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during 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 Executive agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. (c) The Executive agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the prosecution, procurement, maintenance and enforcement and/or defense of patents, trademarks, copyrights, trade secrets and other means for protection of proprietary information (both in the United States and foreign countries) relating to Developments. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The Executive shall further execute and deliver all such instruments and take all other actions as in the opinion of the Company and its counsel shall be appropriate to vest in the Company (or in such person as the Company may specify) all right, title and interest in said patents, trademarks, copyrights, trade secrets and other means of protecting proprietary information in any Development. (d) Whenever requested to do so by the Company, both during and after his employment with the Company, and at the expense of the Company, the Executive shall cooperate fully and assist in the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future in connection with (i) any litigation commenced by the Company against third parties, (ii) any litigation commenced by a third party against the Company and (iii) any administrative hearing or administrative proceeding involving the Company. The Executive's ’s full cooperation in connection with any claims, actions or administrative proceedings shall include, but not be limited to, his being available to meet with the Company's ’s counsel to prepare for trial, discovery or an administrative hearing and to act as a witness when requested by the Company at reasonable times designated by the Company. (e) The Executive hereby irrevocably appoints the Company to be his attorney in fact and, in his name and on his behalf, to execute all such instruments and take all other actions and generally to use his name for the purpose of providing to the Company the full benefit of the provisions of this Section 8 7 of the Agreement. (f) The Executive hereby waives and quitclaims to the Company any and all claims, of any nature, which the Executive now or may hereafter have for infringement of any Development assigned hereunder to the Company. (g) The Executive acknowledges and agrees that all original works of authorship which are made by the Executive (solely or jointly with others) within the scope of Executive's ’s employment and which are protectable by copyright are "“works made for hire," ” as that term is defined in the United States Copyright Act (17 U.S.C. Section 101).

Developments. (a) The If at any time or times during the Agreement Term, Executive will make full and prompt disclosure shall (either alone or with others) make, conceive, discover or reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, secret or intellectual property right whatsoever or any interest therein, whether or not patentable or registrable under copyright 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 or any of all inventionsthe products or services being developed, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable manufactured or not, which are created, made, conceived or reduced to practice sold by the Company or which may be used in relation therewith, (ii) results from tasks assigned to Executive or under his direction or jointly with others during his employment by the Company, or (iii) results from the use of premises or personal property (whether tangible or not during normal working hours intangible) owned, leased or on contracted for by the premises Company, such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company (all of which are collectively referred to in this Agreement as "Developments"). (b) The and its assigns, and Executive agrees to assign and does hereby assign shall promptly disclose to the Company (or any person or entity persons designated by it) each such Development and Executive hereby assigns any rights he may have or acquire in the Company) all his right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. (c) The Executive agrees benefits and/or rights resulting therefrom to cooperate fully with the Company, both during and after his employment with the Company, with respect to the prosecution, procurement, maintenance and enforcement and/or defense of patents, trademarks, copyrights, trade secrets and other means for protection of proprietary information (both in the United States and foreign countries) relating to Developments. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. The Executive shall further execute and deliver all such instruments and take all other actions as in the opinion of the Company and its counsel assigns without further compensation and shall be appropriate to vest in the Company (communicate, without cost or in such person as the Company may specify) all right, title and interest in said patents, trademarks, copyrights, trade secrets and other means of protecting proprietary information in any Development. (d) Whenever requested to do so by the Company, both during and after his employment with the Companydelay, and at without publishing the expense of the Companysame, the Executive shall cooperate fully all available information relating thereto (with all necessary plans and assist in the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future in connection with (imodels) any litigation commenced by the Company against third parties, (ii) any litigation commenced by a third party against the Company and (iii) any administrative hearing or administrative proceeding involving the Company. The Executive's full cooperation in connection with any claims, actions or administrative proceedings shall include, but not be limited to, his being available to meet with the Company's counsel to prepare for trial, discovery or an administrative hearing and to act as a witness when requested by the Company at reasonable times designated by the Company. (e) The Executive hereby irrevocably appoints the Company to be his attorney in fact and, in his name and on his behalf, to execute all such instruments and take all other actions and generally to use his name for the purpose of providing to the Company the full benefit of the provisions of this Section 8 of the Agreement. (f) The Executive hereby waives and quitclaims to the Company any and all claims, of any nature, which the Executive now or may hereafter have for infringement of any Development assigned hereunder to the Company. (gb) The Upon disclosure of each Development to the Company, Executive acknowledges will, during his employment and agrees that at any time thereafter, at the request and cost of the Company, sign, execute, make and do all original works such deeds, documents, acts and things as the Company and its duly authorized agents may reasonably require: (i) to apply for, obtain and vest in the name of authorship which are made by the Executive Company alone (solely unless the Company otherwise directs) letters patent, copyrights or jointly with othersother analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and (ii) within to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection. (c) In the scope event the Company is unable, after reasonable effort, to secure Executive's signature on any letters patent, copyright or other analogous protection relating to a Development, whether because of Executive's employment physical or mental incapacity or for any other reason whatsoever, Executive hereby irrevocably designates and which are protectable appoints the Company and its duly authorized officers and agents as Executive's agent and attorney-in-fact, to act for and in Executive's behalf and stead of execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or other analogous protection thereon with the same legal force and effect as if executed by copyright are "works made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. Section 101)Executive.