Common use of Disclosure and Assignment of Intellectual Property Clause in Contracts

Disclosure and Assignment of Intellectual Property. (a) Employee agrees that the Company will become the owner of all inventions, discoveries, developments, ideas, writings, and expressions, including all concepts, improvements, techniques, know-how, innovations, systems, processes, machines, current or proposed products, works, information, reports, papers, logos, computer programs, designs, marketing materials, and methods of manufacture, distribution, management or other methods (whether or not reduced to writing and whether or not patentable or protectable by copyright), that Employee conceives, develops, creates, makes, perfects or reduces to practice in whole or in part while employed by the Company or within one year after termination of Employee’s employment for any or no reason, and that: (i) directly or indirectly relate to or arise out of Employee’s job responsibilities for the Company or the performance of the duties of Employee’s employment by the Company; (ii) result from research, development, or other activities of the Company; or (iii) relate or pertain in any way to the existing or reasonably anticipated business, products or services of the Company or any subsidiary, parent or affiliate of the Company (collectively, the “Intellectual Property”). All of the right, title and interest in and to the Intellectual Property will become exclusively owned by the Company or its nominee regardless of whether or not the conception, development, creation, making, perfection or reduction to practice of such Intellectual Property involved the use of the Company’s time, facilities or materials and regardless of where such Intellectual Property may be conceived, made or perfected. (b) Employee will promptly and fully disclose in writing to the Company all inventions, discoveries, developments, ideas, writings, and expressions conceived, developed, created, made, perfected or reduced to practice, in whole or in part, while employed by the Company or within one year after termination of Employee’s employment for any or no reason, regardless of whether Employee believes the invention, discovery, development, writing, expression or idea should be considered Intellectual Property of the Company under any provision of this Agreement, in order to enable the Company to make a determination as to its rights with respect to the same. (c) All information relating to Intellectual Property will be considered Confidential Information and may not be disclosed by Employee to any person or entity outside of the Company. (d) Any Intellectual Property that is the subject of copyright will be considered a “work made for hire” within the meaning of the Copyright Act of 1976, as amended, and is the sole property of the Company or its nominee. To the extent that the Company does not automatically own any such Intellectual Property as a work made for hire, Employee will assign all right, title and interest in and to such Intellectual Property to the Company. All right, title and interest in and to any other Intellectual Property, including patent, industrial design, trademark, trade dress and trade secret rights will be assigned and is hereby assigned exclusively to the Company or its nominee. Employee will also execute and deliver all documents and do all acts that the Company considers necessary or desirable to secure to the Company or its nominee the entire right, title and interest in and to the Intellectual Property, including executing applications for any United States or foreign patents or copyright registrations, disclosing relevant prior art, reviewing office actions and providing technical input to assist the Company in overcoming any rejections. Any document prepared and filed pursuant to this Section 7(d) will be prepared and filed at the Company’s expense. Employee will also cooperate with the Company as reasonably necessary to maintain or enforce the Company’s rights in the Intellectual Property. Employee hereby irrevocably appoints the President of the Company as Employee’s attorney-in-fact with authority to execute for Employee and on Employee’s behalf all assignments, patent or copyright applications, or other instruments and documents required to be executed by Employee pursuant to this Section 7(d), if Employee is unwilling or unable to execute same. (e) The Company will have no obligation to use, attempt to protect by patent or copyright, or promote any of the Intellectual Property; provided, however, that the Company, in its sole discretion, may reward Employee for any especially meritorious contributions in any manner it deems appropriate or may provide Employee with full or partial releases as to any subject matter contributed by Employee in which the Company is not interested.

Disclosure and Assignment of Intellectual Property. (a) Employee agrees that the Company will shall become the owner of all inventions, discoveries, developments, ideas, writings, and expressions, including including, but not limited to, any and all concepts, improvements, techniques, know-how, innovations, systems, processes, machines, current or proposed products, works, information, reports, papers, logos, computer programs, designs, marketing materials, and methods of manufacture, distribution, management or other methods (whether or not reduced to writing and whether or not patentable or protectable by copyright), that Employee conceives, develops, creates, makes, perfects or reduces to practice in whole or in part while employed by the Company or within one (1) year after termination of Employee’s employment for any or no reason, and that: (i) directly or indirectly relate to or arise out of Employee’s job responsibilities for the Company or the performance of the duties of Employee’s employment by the Company; (ii) result from research, development, or other activities of the Company; or (iii) relate or pertain in any way to the existing or reasonably anticipated businessscope, business or products or services of the Company or any subsidiary, parent or affiliate of the Company (collectively, hereinafter the “Intellectual Property”). All of the right, title and interest in and to the Intellectual Property will shall become exclusively owned by the Company or its nominee regardless of whether or not the conception, development, creation, making, perfection or reduction to practice of such Intellectual Property involved the use of the Company’s time, facilities or materials and regardless of where such Intellectual Property may be conceived, made or perfected. (b) Employee will agrees to promptly and fully disclose in writing to the Company all inventions, discoveries, developments, ideas, writings, and expressions conceived, developed, created, made, perfected or reduced to practice, in whole or in part, while employed by the Company or within one (1) year after termination of Employee’s employment for any or no reason, regardless of whether Employee believes the invention, discovery, development, writing, expression or idea should be considered Intellectual Property of the Company under any provision of this Agreement, in order to enable the Company to make a determination as to its rights with respect to the same. (c) All Any and all information relating to Intellectual Property will shall be considered Confidential Information and may shall not be disclosed by Employee to any person or entity outside of the Company. (d) Any Intellectual Property that is the subject of copyright will shall be considered a “work made for hire” within the meaning of the Copyright Act of 1976, as amended, and is shall be the sole property of the Company or its nominee. To the extent that the Company does not automatically own any such Intellectual Property as a work made for hire, Employee will shall assign all right, title and interest in and to such Intellectual Property to the Company. All right, title and interest in and to any other Intellectual Property, including including, but not limited to, patent, industrial design, trademark, trade dress and trade secret rights will shall be assigned and is hereby assigned exclusively to the Company or its nominee. Employee will also further agrees to execute and deliver all documents and do all acts that the Company considers shall deem necessary or desirable to secure to the Company or its nominee the entire right, title and interest in and to the Intellectual Property, including including, but not limited to, executing applications for any United States or and/or foreign patents or copyright registrations, disclosing relevant prior art, reviewing office actions and providing technical input to assist the Company in overcoming any rejections. Any document prepared and filed pursuant to this Section 7(d) will shall be prepared and filed at the Company’s expense. Employee will also further agrees to cooperate with the Company as reasonably necessary to maintain or enforce the Company’s rights in the Intellectual Property. Employee hereby irrevocably appoints the President of the Company as Employee’s attorney-in-fact with authority to execute for Employee and on Employee’s behalf any and all assignments, patent or copyright applications, or other instruments and documents required to be executed by Employee pursuant to this Section 7(d), if Employee is unwilling or unable to execute same. (e) The Company will shall have no obligation to use, attempt to protect by patent or copyright, or promote any of the Intellectual Property; provided, however, that the Company, in its sole discretion, may reward Employee for any especially meritorious contributions in any manner it deems appropriate or may provide Employee with full or partial releases as to any subject matter contributed by Employee in which the Company is not interested.

Disclosure and Assignment of Intellectual Property. (a) Employee agrees that the Company will shall become the owner of all inventions, discoveries, developments, ideas, writings, and expressions, including including, but not limited to, any and all concepts, improvements, techniques, know-how, innovations, systems, processes, machines, current or proposed products, works, information, reports, papers, logos, computer programs, designs, marketing materials, and methods of manufacture, distribution, management or other methods (whether or not reduced to writing and whether or not patentable or protectable by copyright), that Employee conceives, develops, creates, makes, perfects or reduces to practice in whole or in part while employed by the Company or within one year after termination of Employee’s employment for any or no reason, and that: (i) directly or indirectly relate to or arise out of Employee’s job responsibilities for the Company or the performance of the duties of Employee’s employment by the Company; (ii) result from research, development, or other activities of the Company; or (iii) relate or pertain in any way to the existing or reasonably anticipated businessscope, business or products or services of the Company or any subsidiary, parent or affiliate of the Company (collectively, the “Intellectual Property”). All of the right, title and interest in and to the Intellectual Property will shall become exclusively owned by the Company or its nominee regardless of whether or not the conception, development, creation, making, perfection or reduction to practice of such Intellectual Property involved the use of the Company’s time, facilities or materials and regardless of where such Intellectual Property may be conceived, made or perfected. (b) Employee will agrees to promptly and fully disclose in writing to the Company all inventions, discoveries, developments, ideas, writings, and expressions conceived, developed, created, made, perfected or reduced to practice, in whole or in part, while employed by the Company or within one year after termination of Employee’s employment for any or no reason, regardless of whether Employee believes the invention, discovery, development, writing, expression or idea should be considered Intellectual Property of the Company under any provision of this Agreement, in order to enable the Company to make a determination as to its rights with respect to the same. (c) All Any and all information relating to Intellectual Property will shall be considered Confidential Information and may shall not be disclosed by Employee to any person or entity outside of the Company. (d) Any Intellectual Property that is the subject of copyright will shall be considered a “work made for hire” within the meaning of the Copyright Act of 1976, as amended, and is shall be the sole property of the Company or its nominee. To the extent that the Company does not automatically own any such Intellectual Property as a work made for hire, Employee will shall assign all right, title and interest in and to such Intellectual Property to the Company. All right, title and interest in and to any other Intellectual Property, including including, but not limited to, patent, industrial design, trademark, trade dress and trade secret rights will shall be assigned and is hereby assigned exclusively to the Company or its nominee. Employee will also further agrees to execute and deliver all documents and do all acts that the Company considers necessary or desirable to secure to the Company or its nominee the entire right, title and interest in and to the Intellectual Property, including including, but not limited to, executing applications for any United States or and/or foreign patents or copyright registrations, disclosing relevant prior art, reviewing office actions and providing technical input to assist the Company in overcoming any rejections. Any document prepared and filed pursuant to this Section 7(d) will shall be prepared and filed at the Company’s expense. Employee will also further agrees to cooperate with the Company as reasonably necessary to maintain or enforce the Company’s rights in the Intellectual Property. Employee hereby irrevocably appoints the President of the Company as Employee’s attorney-in-fact with authority to execute for Employee and on Employee’s behalf any and all assignments, patent or copyright applications, or other instruments and documents required to be executed by Employee pursuant to this Section 7(d), if Employee is unwilling or unable to execute same. (e) The Company will shall have no obligation to use, attempt to protect by patent or copyright, or promote any of the Intellectual Property; provided, however, that the Company, in its sole discretion, may reward Employee for any especially meritorious contributions in any manner it deems appropriate or may provide Employee with full or partial releases as to any subject matter contributed by Employee in which the Company is not interested.

Disclosure and Assignment of Intellectual Property. (a) Employee agrees that shall promptly disclose to the Company will become and any successor or assign of the owner Company, and grant to Selfcare or the Company, and their successors and assigns (without any separate remuneration or compensation other than that received by him from time to time in the course of his employment) his entire right, title and interest throughout the world in and to all research, information, inventions, designs, procedures, developments, discoveries, developments, ideas, writings, and expressions, including all concepts, improvements, techniquespatents and applications therefor, know-howtrademarks and applications therefor, innovationscopyrights and applications therefor, trade secrets, drawings, plans, systems, processesmethods, machines, current or proposed products, works, information, reports, papers, logos, computer programs, designs, marketing materialsspecifications, and methods all other manufacturing, engineering, technical, research and development data and know-how made, conceived, developed and/or acquired by him solely or jointly with others during the period of manufacture, distribution, management or other methods (whether or not reduced to writing and whether or not patentable or protectable by copyright), that Employee conceives, develops, creates, makes, perfects or reduces to practice in whole or in part while employed by his employment with the Company or within one year after termination thereafter, which relate to the manufacture, production or processing of Employee’s employment for any products developed or no reasonsold by Selfcare or the Company (herein sometimes "Intellectual Property") during the term of this Agreement or which are within the scope of or usable in connection with the business of Selfcare or the Company as it may, from time to time, hereafter be conducted or proposed to be conducted. (It is understood and agreed that Employee has heretofore disclosed to the Company, and that: (iassigned to it, all Intellectual Property now known to him over which he has any control.) directly Employee agrees to execute all appropriate patent applications securing all United States and foreign patents on all Intellectual Property, and to do, execute and deliver any and all acts and instruments that may be necessary or indirectly relate proper to vest all Intellectual Property in Selfcare or arise out the Company, or their nominee or designee, and to enable Selfcare or the Company, or their nominee or designee, to obtain all such patents; and Employee agrees to render to Selfcare or the Company, or their nominee or designee, all such assistance as it may require in the preparation and prosecution of Employee’s job responsibilities all such patent applications and applications for the Company re-issue of such patents, and in the prosecution or defense of all interferences which may be declared involving any of said patent applications or patents, but the performance expense of the duties of Employee’s employment all such assignments and patent applications, or all other proceedings referred to herein above, shall be borne by the Company; (ii) result from research, development, or other activities of the Company; or (iii) relate or pertain in . Employee shall be entitled to fair and reasonable compensation for any way to the existing or reasonably anticipated business, products or services of the Company or any subsidiary, parent or affiliate of the Company (collectively, the “Intellectual Property”). All of the right, title and interest in and to the Intellectual Property will become exclusively owned such assistance requested by the Company or its nominee regardless of whether or not designee and furnished by him after the conception, development, creation, making, perfection or reduction to practice of such Intellectual Property involved the use of the Company’s time, facilities or materials and regardless of where such Intellectual Property may be conceived, made or perfected. (b) Employee will promptly and fully disclose in writing to the Company all inventions, discoveries, developments, ideas, writings, and expressions conceived, developed, created, made, perfected or reduced to practice, in whole or in part, while employed by the Company or within one year after termination of Employee’s employment for any or no reason, regardless of whether Employee believes the invention, discovery, development, writing, expression or idea should be considered Intellectual Property of the Company under any provision of this Agreement, in order to enable the Company to make a determination as to its rights with respect to the samehis employment. (c) All information relating to Intellectual Property will be considered Confidential Information and may not be disclosed by Employee to any person or entity outside of the Company. (d) Any Intellectual Property that is the subject of copyright will be considered a “work made for hire” within the meaning of the Copyright Act of 1976, as amended, and is the sole property of the Company or its nominee. To the extent that the Company does not automatically own any such Intellectual Property as a work made for hire, Employee will assign all right, title and interest in and to such Intellectual Property to the Company. All right, title and interest in and to any other Intellectual Property, including patent, industrial design, trademark, trade dress and trade secret rights will be assigned and is hereby assigned exclusively to the Company or its nominee. Employee will also execute and deliver all documents and do all acts that the Company considers necessary or desirable to secure to the Company or its nominee the entire right, title and interest in and to the Intellectual Property, including executing applications for any United States or foreign patents or copyright registrations, disclosing relevant prior art, reviewing office actions and providing technical input to assist the Company in overcoming any rejections. Any document prepared and filed pursuant to this Section 7(d) will be prepared and filed at the Company’s expense. Employee will also cooperate with the Company as reasonably necessary to maintain or enforce the Company’s rights in the Intellectual Property. Employee hereby irrevocably appoints the President of the Company as Employee’s attorney-in-fact with authority to execute for Employee and on Employee’s behalf all assignments, patent or copyright applications, or other instruments and documents required to be executed by Employee pursuant to this Section 7(d), if Employee is unwilling or unable to execute same. (e) The Company will have no obligation to use, attempt to protect by patent or copyright, or promote any of the Intellectual Property; provided, however, that the Company, in its sole discretion, may reward Employee for any especially meritorious contributions in any manner it deems appropriate or may provide Employee with full or partial releases as to any subject matter contributed by Employee in which the Company is not interested.

Disclosure and Assignment of Intellectual Property. (a) Employee agrees that shall promptly disclose to the Company will become and any successor or assign of the owner Company, and grant to the Company, and its successors and assigns (without any separate remuneration or compensation other than that received by him from time to time in the course of his employment) his entire right, title, and interest throughout the world in and to all research, information, inventions, designs, procedures, developments, discoveries, developments, ideas, writings, and expressions, including all concepts, improvements, techniquespatents and applications therefor, know-howtrademarks and applications therefor, innovationscopyrights and applications therefor, trade secrets, drawings, plans, systems, processesmethods, machines, current or proposed products, works, information, reports, papers, logos, computer programs, designs, marketing materialsspecifications, and methods all other manufacturing, engineering, technical, research and development data and know-how (herein sometimes "INTELLECTUAL PROPERTY") made, conceived, developed, and/or acquired by him solely or jointly with others during the period of manufacture, distribution, management or other methods (whether or not reduced to writing and whether or not patentable or protectable by copyright), that Employee conceives, develops, creates, makes, perfects or reduces to practice in whole or in part while employed by his employment with the Company or within one year after termination thereafter, which relate to the manufacture, production, or processing of Employee’s employment for any products developed or no reasonsold by the Company during the term of this Agreement or which are within the scope of or usable in connection with the Company's business as it may, from time to time, hereafter be conducted or proposed to be conducted. (It is understood and agreed that Employee has heretofore disclosed to the Company, and that: (iassigned to it, all Intellectual Property now known to him over which he has any control.) directly Employee agrees to execute all appropriate patent applications securing all United States and foreign patents on all Intellectual Property, and to do, execute, and deliver any and all acts and instruments that may be necessary or indirectly relate proper to or arise out of Employee’s job responsibilities for vest all Intellectual Property in the Company or its nominee or designee and to enable the performance Company, or its nominee or designee, to obtain all such patents; and Employee agrees to render to the Company, or its nominee or designee, all such assistance as it may require in the prosecution of all such patent applications and applications for the duties re-issue of Employee’s employment such patents, and in the prosecution or defense of all interferences that may be declared involving any of these patent applications or patents, but the expense of all such assignments and patent applications, or all other proceedings referred to herein above, shall be borne by the Company; (ii) result from research, development, or other activities of the Company; or (iii) relate or pertain in . Employee shall be entitled to fair and reasonable compensation for any way to the existing or reasonably anticipated business, products or services of the Company or any subsidiary, parent or affiliate of the Company (collectively, the “Intellectual Property”). All of the right, title and interest in and to the Intellectual Property will become exclusively owned such assistance requested by the Company or its nominee regardless of whether or not designee and furnished by him after the conception, development, creation, making, perfection or reduction to practice of such Intellectual Property involved the use of the Company’s time, facilities or materials and regardless of where such Intellectual Property may be conceived, made or perfected. (b) Employee will promptly and fully disclose in writing to the Company all inventions, discoveries, developments, ideas, writings, and expressions conceived, developed, created, made, perfected or reduced to practice, in whole or in part, while employed by the Company or within one year after termination of Employee’s employment for any or no reason, regardless of whether Employee believes the invention, discovery, development, writing, expression or idea should be considered Intellectual Property of the Company under any provision of this Agreement, in order to enable the Company to make a determination as to its rights with respect to the samehis employment. (c) All information relating to Intellectual Property will be considered Confidential Information and may not be disclosed by Employee to any person or entity outside of the Company. (d) Any Intellectual Property that is the subject of copyright will be considered a “work made for hire” within the meaning of the Copyright Act of 1976, as amended, and is the sole property of the Company or its nominee. To the extent that the Company does not automatically own any such Intellectual Property as a work made for hire, Employee will assign all right, title and interest in and to such Intellectual Property to the Company. All right, title and interest in and to any other Intellectual Property, including patent, industrial design, trademark, trade dress and trade secret rights will be assigned and is hereby assigned exclusively to the Company or its nominee. Employee will also execute and deliver all documents and do all acts that the Company considers necessary or desirable to secure to the Company or its nominee the entire right, title and interest in and to the Intellectual Property, including executing applications for any United States or foreign patents or copyright registrations, disclosing relevant prior art, reviewing office actions and providing technical input to assist the Company in overcoming any rejections. Any document prepared and filed pursuant to this Section 7(d) will be prepared and filed at the Company’s expense. Employee will also cooperate with the Company as reasonably necessary to maintain or enforce the Company’s rights in the Intellectual Property. Employee hereby irrevocably appoints the President of the Company as Employee’s attorney-in-fact with authority to execute for Employee and on Employee’s behalf all assignments, patent or copyright applications, or other instruments and documents required to be executed by Employee pursuant to this Section 7(d), if Employee is unwilling or unable to execute same. (e) The Company will have no obligation to use, attempt to protect by patent or copyright, or promote any of the Intellectual Property; provided, however, that the Company, in its sole discretion, may reward Employee for any especially meritorious contributions in any manner it deems appropriate or may provide Employee with full or partial releases as to any subject matter contributed by Employee in which the Company is not interested.

Disclosure and Assignment of Intellectual Property. (a) Employee agrees that the Company will shall become the owner of all inventions, discoveries, developments, ideas, writings, and expressions, including including, but not limited to, any and all concepts, improvements, techniques, know-how, innovations, systems, processes, machines, current or proposed products, works, information, reports, papers, logos, computer programs, designs, marketing materials, and methods of manufacture, distribution, management or other methods (whether or not reduced to writing and whether or not patentable or protectable by copyright), that Employee conceives, develops, creates, makes, perfects or reduces to practice in whole or in part while employed by the Company or within one year after termination of Employee’s employment for any or no reason, and that: (i) directly or indirectly relate to or arise out of Employee’s job responsibilities for the Company or the performance of the duties of Employee’s employment by the Company; (ii) result from research, development, or other activities of the Company; or (iii) relate or pertain in any way to the existing or reasonably anticipated businessscope, business or products or services of the Company or any subsidiary, parent or affiliate of the Company (collectively, hereinafter the “Intellectual Property”). All of the right, title and interest in and to the Intellectual Property will shall become exclusively owned by the Company or its nominee regardless of whether or not the conception, development, creation, making, perfection or reduction to practice of such Intellectual Property involved the use of the Company’s time, facilities or materials and regardless of where such Intellectual Property may be conceived, made or perfected. (b) Employee will agrees to promptly and fully disclose in writing to the Company all inventions, discoveries, developments, ideas, writings, and expressions conceived, developed, created, made, perfected or reduced to practice, in whole or in part, while employed by the Company or within one year after termination of Employee’s employment for any or no reasonCompany, regardless of whether Employee believes the invention, discovery, development, writing, expression or idea should be considered Intellectual Property of the Company under any provision of this Agreement, in order to enable the Company to make a determination as to its rights with respect to the same. (c) All Any and all information relating to Intellectual Property will shall be considered Confidential Information and may shall not be disclosed by Employee to any person or entity outside of the Company. (d) Any Intellectual Property that is the subject of copyright will shall be considered a “work made for hire” within the meaning of the Copyright Act of 1976, as amended, and is shall be the sole property of the Company or its nominee. To the extent that the Company does not automatically own any such Intellectual Property as a work made for hire, Employee will shall assign all right, title and interest in and to such Intellectual Property to the Company. All right, title and interest in and to any other Intellectual Property, including including, but not limited to, patent, industrial design, trademark, trade dress and trade secret rights will shall be assigned and is hereby assigned exclusively to the Company or its nominee. Employee will also further agrees to execute and deliver all documents and do all acts that the Company considers shall deem necessary or desirable to secure to the Company or its nominee the entire right, title and interest in and to the Intellectual Property, including including, but not limited to, executing applications for any United States or and/or foreign patents or copyright registrations, disclosing relevant prior art, reviewing office actions and providing technical input to assist the Company in overcoming any rejections. Any document prepared and filed pursuant to this Section 7(d) will shall be prepared and filed at the Company’s expense. Employee will also further agrees to cooperate with the Company as reasonably necessary to maintain or enforce the Company’s rights in the Intellectual Property. Employee hereby irrevocably appoints the President of the Company as Employee’s attorney-in-fact with authority to execute for Employee and on Employee’s behalf any and all assignments, patent or copyright applications, or other instruments and documents required to be executed by Employee pursuant to this Section 7(d), if Employee is unwilling or unable to execute same. (e) The Company will shall have no obligation to use, attempt to protect by patent or copyright, or promote any of the Intellectual Property; provided, however, that the Company, in its sole discretion, may reward Employee for any especially meritorious contributions in any manner it deems appropriate or may provide Employee with full or partial releases as to any subject matter contributed by Employee in which the Company is not interested.

Disclosure and Assignment of Intellectual Property. (a) Employee agrees that the Company will Capital or its assignees shall become the owner of all inventions, discoveries, developments, ideas, writings, and expressions, including but not limited to any and all concepts, improvements, techniques, know-how, innovations, systems, processes, machines, current or proposed products, works, information, reports, papers, logos, computer programs, designs, marketing materials, and methods of manufacture, distribution, management or other methods (whether or not reduced to writing and whether or not patentable or protectable by copyright), that Employee conceives, develops, creates, makes, perfects or reduces to practice in whole or in part while employed by under this Agreement (the Company "Employment Period") or within one (1) year after termination of Employee’s employment the Employment Period for any or no reason, and that: (i) directly or indirectly relate to or arise out of Employee’s 's job responsibilities for the Company or the performance of the his duties of Employee’s employment by the Companyunder this Agreement; (ii) result from research, development, or other activities of Capital or other entities within the Company; or (iii) relate or pertain in any way to the existing or reasonably anticipated businessscope, business or products or services of the Company Capital or any subsidiary, parent or affiliate of other entities within the Company (collectively, hereinafter the “"Intellectual Property”"). All of the right, title and interest in and to the Intellectual Property will shall become exclusively owned by the Company Capital or its nominee assignees or nominees of the foregoing, regardless of whether or not the conception, development, creation, making, perfection or reduction to practice of such Intellectual Property involved the use of the Company’s time, facilities or materials of Capital or such other entities and regardless of where such Intellectual Property may be conceived, made or perfected. (b) Employee will agrees to promptly and fully disclose in writing to the Company Capital and its Board all inventions, discoveries, developments, ideas, writings, and expressions conceived, developed, created, made, perfected or reduced to practice, in whole or in part, while employed by during the Company Employment Period hereunder or within one (1) year after termination of Employee’s employment the Employment Period for any or no reason, regardless of whether Employee believes the invention, discovery, development, writing, expression or idea should be considered Intellectual Property of the Company under any provision of this Agreement, in order to enable the Company Capital or such assignees to make a determination as to its or their rights with respect to the same. (c) All Any and all information relating to Intellectual Property will shall be considered Confidential Information and may shall not be disclosed by Employee to any person or entity outside of the Company. (d) Any Intellectual Property that is the subject of copyright will shall be considered a “"work made for hire” " within the meaning of the Copyright Act of 1976, as amended, and is shall be the sole property of the Company Capital, its assignees or its nominee. To their nominees, and, to the extent that the Company latter or any of them does not automatically own any such Intellectual Property as a work made for hire, Employee will shall assign all right, title and interest in and to such Intellectual Property to the CompanyCapital or its assignees. All right, title and interest in and to any other Intellectual Property, including patent, industrial design, trademark, trade dress and trade secret rights will shall be assigned and is hereby assigned exclusively to the Company Capital or its nomineeassignees or their nominees. Employee will also further agrees to execute and deliver all documents and do all acts that the Company considers Capital or its assignees or their nominees shall deem necessary or desirable to secure to the Company or its nominee latter the entire right, title and interest in and to the Intellectual Property, including executing applications for any United States or and/or foreign patents or copyright registrations, disclosing relevant prior art, reviewing office actions and providing technical input to assist the Company latter in overcoming any rejections. Any document prepared and filed pursuant to this Section 7(d9(d) will shall be prepared and filed at the Company’s expenseexpense of Capital or its assignees. Employee will also further agrees to cooperate with the Company Capital and any assignees and their nominees as reasonably necessary to maintain or enforce the Company’s latter's rights in the Intellectual Property. Employee hereby irrevocably appoints the President of the Company AFC as Employee’s 's attorney-in-fact with authority to execute for Employee and on Employee’s 's behalf any and all assignments, patent or copyright applications, or other instruments and documents required to be executed by Employee pursuant to this Section 7(d9(d), if Employee is unwilling or unable to execute same. (e) The Company will Capital shall have no obligation to use, attempt to protect by patent or copyright, or promote any of the Intellectual Property; provided, however, that the Company, in its sole discretion, may reward Employee for any especially meritorious contributions in any manner it deems appropriate or may provide Employee with full or partial releases as to any subject matter contributed by Employee in which the Company is not interested.

Disclosure and Assignment of Intellectual Property. (a) Employee agrees that the Company will become the owner of all inventions, discoveries, developments, ideas, writings, and expressions, including any and all concepts, improvements, techniques, know-how, innovations, systems, processes, machines, current or proposed products, works, information, reports, papers, logos, computer programs, designs, marketing materials, and methods of manufacture, distribution, management or other methods (whether or not reduced to writing and whether or not patentable or protectable by copyright), that Employee conceives, develops, creates, makes, perfects or reduces to practice in whole or in part while employed by the Company or within one year after termination of Employee’s 's employment for any or no reason, and that: (i) directly or indirectly relate to or arise out of Employee’s 's job responsibilities for the Company or the performance of the duties of Employee’s 's employment by the Company; (ii) result from research, development, or other activities of the Company; or (iii) relate or pertain in any way to the existing or reasonably anticipated businessscope, business or products or services of the Company or any subsidiary, parent or affiliate of the Company (collectively, the “"Intellectual Property”"). All of the right, title and interest in and to the Intellectual Property will become exclusively owned by the Company or its nominee regardless of whether or not the conception, development, creation, making, perfection or reduction to practice of such Intellectual Property involved the use of the Company’s 's time, facilities or materials and regardless of where such Intellectual Property may be conceived, made or perfected. (b) Employee will agrees to promptly and fully disclose in writing to the Company all inventions, discoveries, developments, ideas, writings, and expressions conceived, developed, created, made, perfected or reduced to practice, in whole or in part, while employed by the Company or within one year after termination of Employee’s 's employment for any or no reason, regardless of whether Employee believes the invention, discovery, development, writing, expression or idea should be considered Intellectual Property of the Company under any provision of this Agreement, in order to enable the Company to make a determination as to its rights with respect to the same. (c) All Any and all information relating to Intellectual Property will be considered Confidential Information and may not be disclosed by Employee to any person or entity outside of the Company. (d) Any Intellectual Property that is the subject of copyright will be considered a “"work made for hire” " within the meaning of the Copyright Act of 1976, as amended, and is the sole property of the Company or its nominee. To the extent that the Company does not automatically own any such Intellectual Property as a work made for hire, Employee will assign all right, title and interest in and to such Intellectual Property to the Company. All right, title and interest in and to any other Intellectual Property, including patent, industrial design, trademark, trade dress and trade secret rights will be assigned and is hereby assigned exclusively to the Company or its nominee. Employee will also further agrees to execute and deliver all documents and do all acts that the Company considers necessary or desirable to secure to the Company or its nominee the entire right, title and interest in and to the Intellectual Property, including executing applications for any United States or and/or foreign patents or copyright registrations, disclosing relevant prior art, reviewing office actions and providing technical input to assist the Company in overcoming any rejections. Any document prepared and filed pursuant to this Section 7(d) will be prepared and filed at the Company’s 's expense. Employee will also further agrees to cooperate with the Company as reasonably necessary to maintain or enforce the Company’s 's rights in the Intellectual Property. Employee hereby irrevocably appoints the President of the Company as Employee’s attorney-in-fact 's attorney‑in‑fact with authority to execute for Employee and on Employee’s 's behalf any and all assignments, patent or copyright applications, or other instruments and documents required to be executed by Employee pursuant to this Section 7(d), if Employee is unwilling or unable to execute same. (e) The Company will have no obligation to use, attempt to protect by patent or copyright, or promote any of the Intellectual Property; provided, however, that the Company, in its sole discretion, may reward Employee for any especially meritorious contributions in any manner it deems appropriate or may provide Employee with full or partial releases as to any subject matter contributed by Employee in which the Company is not interested.

Disclosure and Assignment of Intellectual Property. (a) The Employee agrees that the Company will shall become the owner of all inventions, discoveries, developments, ideas, writings, and expressions, including but not limited to any and all concepts, improvements, techniques, know-how, innovations, systems, processes, machines, current or proposed products, works, information, reports, papers, logos, computer programs, designs, marketing materials, and methods of manufacture, distribution, management or other methods (whether or not reduced to writing and whether or not patentable or protectable by copyright), that the Employee conceives, develops, creates, makes, perfects or reduces to practice in whole or in part while employed by the Company or within one (1) year after termination of the Employee’s employment for any or no reason, and that: (i) directly or indirectly relate to or arise out of the Employee’s job responsibilities for the Company or the performance of the duties of the Employee’s employment by the Company; (ii) result from research, development, or other activities of the Company; or (iii) relate or pertain in any way to the existing or reasonably anticipated businessscope, business or products or services of the Company or any subsidiary, parent or affiliate of the Company (collectively, hereinafter the “Intellectual Property”). All of the right, title and interest in and to the Intellectual Property will shall become exclusively owned by the Company or its nominee regardless of whether or not the conception, development, creation, making, perfection or reduction to practice of such Intellectual Property involved the use of the Company’s time, facilities or materials and regardless of where such Intellectual Property may be conceived, made or perfected. (b) The Employee will agrees to promptly and fully disclose in writing to the Company all inventions, discoveries, developments, ideas, writings, and expressions conceived, developed, created, made, perfected or reduced to practice, in whole or in part, while employed by the Company or within one (1) year after termination of the Employee’s employment for any or no reasonemployment, regardless of whether the Employee believes the invention, discovery, development, writing, expression or idea should be considered Intellectual Property of the Company under any provision of this Agreement, in order to enable the Company to make a determination as to its rights with respect to the same. (c) All Any and all information relating to Intellectual Property will shall be considered Confidential Information and may shall not be disclosed by the Employee to any person or entity outside of the Company. (d) Any Intellectual Property that is the subject of copyright will shall be considered a “work made for hire” within the meaning of the Copyright Act of 1976, as amended, and is shall be the sole property of the Company or its nominee. To the extent that the Company does not automatically own any such Intellectual Property as a work made for hire, the Employee will shall assign all right, title and interest in and to such Intellectual Property to the Company. All right, title and interest in and to any other Intellectual Property, including patent, industrial design, trademark, trade dress and trade secret rights will shall be assigned and is hereby assigned exclusively to the Company or its nominee. The Employee will also further agrees to execute and deliver all documents and do all acts that the Company considers shall deem necessary or desirable to secure to the Company or its nominee the entire right, title and interest in and to the Intellectual Property, including executing applications for any United States or and/or foreign patents or copyright registrations, disclosing relevant prior art, reviewing office actions and providing technical input to assist the Company in overcoming any rejections. Any document prepared and filed pursuant to this Section 7(d6(d) will shall be prepared and filed at the Company’s expense. The Employee will also further agrees to cooperate with the Company as reasonably necessary to maintain or enforce the Company’s rights in the Intellectual Property. The Employee hereby irrevocably appoints the President of the Company as the Employee’s attorney-in-fact with authority to execute for the Employee and on the Employee’s behalf any and all assignments, patent or copyright applications, or other instruments and documents required to be executed by the Employee pursuant to this Section 7(d6(d), if the Employee is unwilling or unable to execute same. (e) The Company will shall have no obligation to use, attempt to protect by patent or copyright, or promote any of the Intellectual Property; provided, however, that the Company, in its sole discretion, may reward the Employee for any especially meritorious contributions in any manner it deems appropriate or may provide the Employee with full or partial releases as to any subject matter contributed by the Employee in which the Company is not interested.

Disclosure and Assignment of Intellectual Property. (a) Employee agrees that the Company will shall become the owner of all inventions, discoveries, developments, ideas, writings, and expressions, including including, but not limited to, any and all concepts, improvements, techniques, know-how, innovations, systems, processes, machines, current or proposed products, works, information, reports, papers, logos, computer programs, designs, marketing materials, and methods of manufacture, distribution, management or other methods (whether or not reduced to writing and whether or not patentable or protectable by copyright), that Employee conceives, develops, creates, makes, perfects or reduces to practice in whole or in part while employed by the Company or within one year after termination of Employee’s 's employment for any or no reason, and that: (i) directly or indirectly relate to or arise out of Employee’s 's job responsibilities for the Company or the performance of the duties of Employee’s 's employment by the Company; (ii) result from research, development, or other activities of the Company; or (iii) relate or pertain in any way to the existing or reasonably anticipated businessscope, business or products or services of the Company or any subsidiary, parent or affiliate of the Company (collectively, the “"Intellectual Property”"). All of the right, title and interest in and to the Intellectual Property will shall become exclusively owned by the Company or its nominee regardless of whether or not the conception, development, creation, making, perfection or reduction to practice of such Intellectual Property involved the use of the Company’s 's time, facilities or materials and regardless of where such Intellectual Property may be conceived, made or perfected. (b) Employee will agrees to promptly and fully disclose in writing to the Company all inventions, discoveries, developments, ideas, writings, and expressions conceived, developed, created, made, perfected or reduced to practice, in whole or in part, while employed by the Company or within one year after termination of Employee’s 's employment for any or no reason, regardless of whether Employee believes the invention, discovery, development, writing, expression or idea should be considered Intellectual Property of the Company under any provision of this Agreement, in order to enable the Company to make a determination as to its rights with respect to the same. (c) All Any and all information relating to Intellectual Property will shall be considered Confidential Information and may shall not be disclosed by Employee to any person or entity outside of the Company. (d) Any Intellectual Property that is the subject of copyright will shall be considered a “"work made for hire” " within the meaning of the Copyright Act of 1976, as amended, and is shall be the sole property of the Company or its nominee. To the extent that the Company does not automatically own any such Intellectual Property as a work made for hire, Employee will shall assign all right, title and interest in and to such Intellectual Property to the Company. All right, title and interest in and to any other Intellectual Property, including including, but not limited to, patent, industrial design, trademark, trade dress and trade secret rights will shall be assigned and is hereby assigned exclusively to the Company or its nominee. Employee will also further agrees to execute and deliver all documents and do all acts that the Company considers necessary or desirable to secure to the Company or its nominee the entire right, title and interest in and to the Intellectual Property, including including, but not limited to, executing applications for any United States or and/or foreign patents or copyright registrations, disclosing relevant prior art, reviewing office actions and providing technical input to assist the Company in overcoming any rejections. Any document prepared and filed pursuant to this Section 7(d) will shall be prepared and filed at the Company’s 's expense. Employee will also further agrees to cooperate with the Company as reasonably necessary to maintain or enforce the Company’s 's rights in the Intellectual Property. Employee hereby irrevocably appoints the President of the Company as Employee’s attorney-in-fact 's attorney‑in‑fact with authority to execute for Employee and on Employee’s 's behalf any and all assignments, patent or copyright applications, or other instruments and documents required to be executed by Employee pursuant to this Section 7(d), if Employee is unwilling or unable to execute same. (e) The Company will shall have no obligation to use, attempt to protect by patent or copyright, or promote any of the Intellectual Property; provided, however, that the Company, in its sole discretion, may reward Employee for any especially meritorious contributions in any manner it deems appropriate or may provide Employee with full or partial releases as to any subject matter contributed by Employee in which the Company is not interested.