Common use of Disclosure and Assignment of Inventions Clause in Contracts

Disclosure and Assignment of Inventions. 3.1. Employee understands that the Company is engaged in a continuous program of research, development, and production and marketing in connection with its business. 3.2. From and after the date Employee first became employed with the Company, Employee undertakes and covenants that Employee will promptly disclose in confidence to the Company all inventions, improvements, designs, concepts, techniques, methods, systems, processes, know how, computer software programs, databases, mask works and trade secrets ("Inventions"), whether or not patentable, copyrightable or protectable as trade secrets, that are made or conceived or first reduced to practice or created by Employee, either alone or jointly with others, during the period of Employee's employment and in connection with Employee's employment. 3.3. Employee agrees that all Inventions that (a) are developed using equipment, supplies, facilities or trade secrets of the Company, (b) result from work performed by Employee for the Company, or (c) relate to the Company's business or current or anticipated research and development, will be regarded as Service Invention in the meaning of the Israeli Patent Law, 5727-1967 and will be the sole and exclusive property of the Company ("Company Inventions"). 3.4. Employee hereby irrevocably transfers and assigns to the Company all worldwide patents, patent applications, copyrights, mask works, trade secrets and other intellectual property rights in any Company Invention, and any and all moral rights that Employee may have in or with respect to any Company Invention, and expressly waives any right to any consideration of any kind with regard to the Company Inventions, the assignment of such and any use thereof, including without limitation any royalty payment and/or other payment with respect thereto. 3.5. Employee agrees to assist the Company, at the Company's expense, in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights, and other legal protections for the Company's Inventions in any and all countries. Employee will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. Such obligation shall continue beyond the termination of Employee's employment with the Company for a period of 2 years. Employee hereby irrevocably designates and appoints the Company and its authorized officers and agents as Employee's agent and attorney in fact, coupled with an interest to act for and on Employee's behalf and in Employee's stead to execute and file any document needed to apply for or prosecute any patent, copyright, trademark, trade secret, any applications regarding same or any other right or protection relating to any Proprietary Information (including Company Inventions), and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets or any other right or protection relating to any Proprietary Information (including Company Inventions), with the same legal force and effect as if executed by the Employee himself.

Disclosure and Assignment of Inventions. 3.1. Employee Executive understands that the Company is engaged in a continuous program of research, development, and production and marketing in connection with its business. 3.2. From and after the date Employee Executive first became employed with the Company, Employee Executive undertakes and covenants that Employee Executive will promptly disclose in confidence to the Company all inventions, improvements, designs, concepts, formulas, techniques, methods, systems, processes, know how, computer software programs, databases, mask works and trade secrets ("Inventions")secrets, whether or not patentable, copyrightable or protectable protectible as trade secrets, that are made or conceived or first reduced to practice or created by EmployeeExecutive, either alone or jointly with others, during the period of Employee's Executive’s employment and in connection with Employee's employmentExecutive’s employment (“Inventions”). 3.3. Employee Executive agrees that all Inventions that (a) are developed using equipment, supplies, facilities or trade secrets of the Company, (b) result from work performed by Employee Executive for the Company, or (c) relate to the Company's ’s business or current or anticipated research and development, will be regarded as Service Invention in the meaning of the Israeli Patent Law, 5727-1967 and will be the sole and exclusive property of the Company ("“Company Inventions"”). The conditions set out in (a), (b) and (c) above are several and not cumulative, and any invention meeting one or more of such conditions shall be designated a Company Invention. 3.4. Employee Executive hereby irrevocably transfers and assigns to the Company all worldwide patents, patent applications, copyrights, mask works, trade secrets and other intellectual property rights in any Company Invention, and any and all moral rights that Employee Executive may have in or with respect to any Company Invention, and expressly waives any right to any consideration of any kind with regard to the Company Inventions, the assignment of such and any use thereof, including without limitation any royalty payment and/or and other payment with respect thereto. 3.5. Employee Executive agrees to assist the Company, at the Company's ’s expense, in every proper reasonable way to obtain for the Company and enforce patents, copyrights, mask work rights, and other legal protections for the Company's ’s Inventions in any and all countries. Employee Executive will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. Such obligation shall continue beyond the termination of Employee's Executive’s employment with the Company for a period of 2 years. Employee Executive hereby irrevocably designates and appoints the Company and its authorized officers and agents as Employee's Executive’s agent and attorney in fact, coupled with an interest to act for and on Employee's Executive’s behalf and in Employee's Executive’s stead to execute and file any document needed to apply for or prosecute any patent, copyright, trademark, trade secret, any applications regarding same or any other right or protection relating to any Proprietary Information (including Company Inventions), and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets or any other right or protection relating to any Proprietary Information (including Company Inventions), with the same legal force and effect as if executed by the Employee Executive himself. 4.1. Both Company and Executive acknowledge Executive’s right for freedom of occupation whilst protecting the Company’s legitimate interests. Therefore Executive agrees and undertakes that, so long as Executive is employed by the Company and for a period of twelve (12) months thereafter, Executive will not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor or in any capacity whatsoever engage in, become financially interested in, be employed by, or otherwise render services to, any business or venture that is engaged in any activities involving products, information, processes, technology or equipment that are or could reasonably and imminently be directly competitive to those of the Company or any of its subsidiaries or affiliates, as conducted as of the date of termination of Executive’s employment with the Company; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such company, and so long as Executive has no role in the publicly owned and traded company as director, employee, consultant or otherwise. Executive agrees and understand that his Salary (set forth in Exhibit A) includes adequate compensation for his undertakings in this Section 4.1 and is at least 20% higher than it would have been should the Executive had not taken said undertakings. 4.2. Executive agrees and undertakes that during the period of Executive’s employment and for a period of twelve (12) months following effective termination, Executive will not, directly or indirectly, including personally or in any business in which Executive is an officer, director, advisor or shareholder of more than 1% of the equity or voting rights, for any purpose or in any place, solicit for employment or hire any person employed by the Company (or retained by the Company as a consultant, if such consultant is prevented thereby from continuing to render its services to the Company) on the date of such termination or during the preceding twelve (12) months. 4.3. If any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the fullest extent compliant with applicable Israeli law.

Disclosure and Assignment of Inventions. 3.1. Employee 8.1 The Executive understands that the Company is engaged in a continuous program of research, development, and production and marketing in connection with its business. 3.2. From business and after the date Employee first became employed that, as an essential part of his employment with the Company, Employee he is expected to make new contributions to and create inventions of value for the Company. Executive agrees to share with the Company all his knowledge and experience, provided however that Executive shall not disclose to the Company any information which Executive has undertaken to third parties to keep confidential or in which third parties have any rights. 8.2 As of the Effective Date of this Agreement, the Executive undertakes and covenants that Employee he will promptly disclose in confidence to the Company all inventions, improvements, designs, original works of authorship, formulas, concepts, techniques, methods, systems, processes, know howcompositions of matter, computer software programs, databases, mask works works, and trade secrets ("Inventions")secrets, related to the Company’s business or current or anticipated research and development, whether or not patentable, copyrightable or protectable protectible as trade secrets, that are made or conceived or first reduced to practice or created by Employeehim, either alone or jointly with others, during the period of Employee's his employment, whether or not in the course of his employment and in connection with Employee's employment(“Inventions”). 3.3. Employee 8.3 The Executive agrees that all Inventions that (a) are developed using equipment, supplies, facilities or trade secrets Proprietary Information of the Company, (b) result from work performed by Employee him for the Company, or (c) relate to the Company's ’s business or current or anticipated research and development, will be regarded as Service Invention in the meaning of the Israeli Patent Law, 5727-1967 and will be the sole and exclusive property of the Company ("“Company Inventions"”). 3.48.4 The Executive agrees with the Company that all Company Inventions and all products developed or derived therefrom are and shall be owned exclusively by the Company, and the Executive shall have no rights in or to such Company Inventions. Employee The Executive hereby irrevocably transfers and assigns to the Company: all right, title and interest in and to (a) the Company Inventions, including all worldwide patentspatent rights (including patent applications and disclosures), patent applications, copyrightscopyright rights, mask workswork rights, trade secrets and other intellectual property rights in any Company Inventionsecret rights, know-how, and any and all moral other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”) therein, and (b) any and all “Moral Rights” (as defined below) that Employee he may have in or with respect to any Company Invention. To the extent applicable, all copyrightable works shall be considered works made for hire owned exclusively by the Company. The Executive also hereby forever waives and agrees never to assert any and all Moral Rights he may have in or with respect to any Company Invention, and expressly waives even after termination of his work on behalf of the Company. “Moral Rights” mean any rights of paternity or integrity, any right to claim authorship of an invention, to object to any consideration distortion, mutilation or other modification of, or other derogatory action in relation to, any invention, whether or not such would be prejudicial to his honor or reputation, and any similar right, existing under judicial or statutory law of any kind with regard country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right”, in all cases. The Executive will not file any patent applications for Company Inventions other than in the name of the Company (other than such patent applications which are required by law to be filed by such Executive but which shall immediately thereafter be assigned for no or nominal consideration to the Company Inventions, the assignment of such and any use thereof, including without limitation any royalty payment and/or other payment with respect theretoCompany). 3.5. Employee agrees to assist the Company, at the Company's expense, in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights, and other legal protections for the Company's Inventions in any and all countries. Employee will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. Such obligation shall continue beyond the termination of Employee's employment with the Company for a period of 2 years. Employee hereby irrevocably designates and appoints the Company and its authorized officers and agents as Employee's agent and attorney in fact, coupled with an interest to act for and on Employee's behalf and in Employee's stead to execute and file any document needed to apply for or prosecute any patent, copyright, trademark, trade secret, any applications regarding same or any other right or protection relating to any Proprietary Information (including Company Inventions), and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets or any other right or protection relating to any Proprietary Information (including Company Inventions), with the same legal force and effect as if executed by the Employee himself.

Disclosure and Assignment of Inventions. 3.17.1. The Employee understands that the Company is engaged in a continuous program of research, development, and production and marketing in connection with its businessbusiness and that, as an essential part of his employment with the Company, he is expected to make new contributions to and create inventions of value for the Company. Employee agrees to share with the Company all his knowledge and experience. 3.27.2. From and after the date Employee he first became employed associated with the Company, the Employee undertakes and covenants that Employee he will promptly disclose in confidence to the Company all inventions, improvements, designs, original works of authorship, formulas, concepts, techniques, methods, systems, processes, know howcompositions of matter, computer software programs, databases, mask works works, and trade secrets ("Inventions")secrets, related to the Company’s business or current or anticipated research and development, whether or not patentable, copyrightable or protectable as trade secrets, that are made or conceived or first reduced to practice or created by Employeehis, either alone or jointly with others, during the period of Employee's his employment, whether or not in the course of his employment and in connection with Employee's employment("Inventions"). 3.37.3. The Employee agrees that all Inventions Inventions, as defined above, that (a) are developed using equipment, supplies, facilities or trade secrets of during the Company, (b) result from work performed by Employee for the Company, or (c) relate to the Company's business or current or anticipated research and development, will be regarded as Service Invention in the meaning of the Israeli Patent Law, 5727-1967 and term hereof will be the sole and exclusive property of the Company ("Company Inventions"). 3.47.4. The Employee hereby irrevocably transfers and assigns to the Company Company: (a) all worldwide patents, patent applications, copyrights, mask works, trade secrets and other intellectual property rights in any Company Invention, ; and (b) any and all moral rights "Moral Rights" (as defined below) that Employee he may have in or with respect to any Company Invention. He also hereby forever waives and agrees never to assert any and all Moral Rights he may have in or with respect to any Company Invention, and expressly waives even after termination of his work on behalf of the Company. "Moral Rights" mean any rights of paternity or integrity, any right to claim authorship of an invention, to object to any consideration distortion, mutilation or other modification of, or other derogatory action in relation to, any invention, whether or not such would be prejudicial to his honor or reputation, and any similar right, existing under judicial or statutory law of any kind with regard country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to the Company Inventions, the assignment of such and any use thereof, including without limitation any royalty payment and/or other payment with respect theretoas a "moral right". 3.57.5. The Employee agrees to assist the Company, at the Company's expense, Company in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights, and other legal protections for the Company's Inventions in any and all countries. Employee He will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. Such obligation shall His obligations under this Section 7.5 will continue beyond the termination of Employee's his employment with the Company, provided that the Company will compensate his at a reasonable rate for a period of 2 yearstime or expenses actually spent by his at the Company's request on such assistance after such termination. The Employee hereby irrevocably designates and appoints the Chairman of the Board of Directors of the Company and its authorized officers and agents or any officer in the Company in his place as Employee's agent and attorney in fact, coupled with an interest to act for and on Employee's behalf and in Employee's stead his attorney-in-fact to execute and file any document needed to apply documents on his behalf for or prosecute any patent, copyright, trademark, trade secret, any applications regarding same or any other right or protection relating to any Proprietary Information (including Company Inventions), and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets or any other right or protection relating to any Proprietary Information (including Company Inventions), with the same legal force and effect as if executed by the Employee himselfthis purpose.