Common use of Discoveries and Works Clause in Contracts

Discoveries and Works. All Discoveries and Works made or conceived by the Executive during his employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company. The Executive acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries and Works (as defined below) made or conceived by the Executive Employee during his Employee’s employment by the CompanyCompany or any member of the Aveon Group, solely, jointly or with others, that relate to the Company's any present or anticipated activitiesactivity of the Aveon Business, or are used or useable by the Company Aveon Business shall be owned by the Company. For applicable member of the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliatesAveon Group. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, URLs, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive Employee shall (ai) promptly notify, make full disclosure to, to and execute and deliver any documents requested by any member of the CompanyAveon Group, as the case may be, to evidence or better assure title to Discoveries and Works in the Companysuch entity, as so requested, (bii) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by any member of the CompanyAveon Group, (ciii) assist the Company applicable member of the Aveon Group in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (div) promptly execute, whether during his Employee’s employment with the Company or any member of the Aveon Group (whether or not such employment is pursuant to this Agreement) or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company Aveon Group and to protect the title of the Company applicable member of the Aveon Group thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company. The Executive Employee acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. (a) All Discoveries and Works (as defined below) made or conceived by the Executive during his employment by either before or after the CompanyEffective Date, solely, jointly or with others, that relate to the Company's ’s present or anticipated activities, or are used or useable by the Company shall be owned by the Company. For the purposes of this Section 6, . (including the definition of “Discoveries and Works”b) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. . (c) The Executive shall (ai) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (bii) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (ciii) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (div) promptly execute, whether during his employment with the Company Employment Period or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. . (d) Any Discoveries and Works which, within one year six (6) months after the expiration or termination of the Executive's employment with the CompanyEmployment Period, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, and the Company, be presumed to have been made during the Executive's employment by the CompanyEmployment Period. The Executive acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries and Works made or conceived by the Executive Employee during his employment by the Company, solelyXxxxxxx, jointly or with others, that relate to the Company's present or anticipated activitiesactivities of Xxxxxxx, or are used or useable usable by the Company Xxxxxxx shall be owned by the CompanyXxxxxxx. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive Employee shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, Xxxxxxx to evidence or better assure title to Discoveries and Works in the CompanyXxxxxxx, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyXxxxxxx, (c) assist the Company Xxxxxxx in obtaining or maintaining for itself at its own expense United States Canadian and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company Xxxxxxx or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company Xxxxxxx and to protect the title of the Company Xxxxxxx thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year six (6) months after the expiration or termination of the Executive's employment with the CompanyTermination Date, are made, disclosed, reduced to a tangible or written form or description, or are reduced to practice by the Executive Employee and which pertain to the business carried on or products or services being sold or delivered developed by the Company Xxxxxxx at the time of such termination shall, as between the Executive and, the Company, Employee and Xxxxxxx be presumed to have been made during the ExecutiveEmployee's employment by the Company. The Executive acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101Xxxxxxx.

Discoveries and Works. All Discoveries and Works which are made or conceived by the Executive you during his your employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive You shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's your employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive you and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive you and, the Company, be presumed to have been made during the Executive's your employment by the Company. The Executive acknowledges You acknowledge that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Executive hereby irrevocably assigns, transfers, and conveys to the Company to the maximum extent permitted by applicable law Executive’s right, title and interest now or hereinafter acquired, in and to all Discoveries and Works made (as defined below) created, invented, designed, developed, improved or conceived contributed to by the Executive during his employment by the CompanyExecutive, solely, either alone or jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable while employed by the Company shall be owned by and within the scope of Executive’s employment and/or with the use of the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates’s resources. The term terms “Discoveries and Works” includesinclude all works of authorship, by way of example but inventions, intellectual property, materials, documents, or other work product (including, without limitation, Trade Secrets and other Confidential Proprietary Information, patents and patent applications, service markspatentable inventions, and service xxxx registrations and research, reports, software, code, databases, systems, applications, trade namespresentations, copyrights textual works, graphics and copyright registrations and applicationsaudiovisual materials). The Executive shall have the burden of proving that any materials or works created, invented, designed, developed, contributed to or improved by Executive that are implicated by or relevant to employment by the Company are not implicated by this provision. Executive agrees to (ai) keep accurate records and promptly notify, make full disclosure to, and execute and deliver any documents and to take any further actions requested by the CompanyCompany to assist it in validating, as the case may beeffectuating, to evidence maintaining, protecting, enforcing, perfecting, recording patenting or better assure title to Discoveries registering any of its rights hereunder, and Works in the Company, as so requested, (bii) renounce any and all claims, including but not limited to without limitation, claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works whichthat, within one year six months after the expiration or termination of the Executive's ’s employment with the Company, are made, disclosed, reduced to a tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered developed by the Company at the time of such termination shall, as between the Executive and, and the Company, be presumed to have been made during the Executive's such employment by with the Company. The Executive acknowledges that that, to the fullest extent permitted by law, all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended amended, 17 U.S.C. SectU. S.C. Section 101. 101Executive hereby grants the Company a perpetual, nonexclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) in any Works and Discoveries, for all purposes in connection with the Company’s current and future business, that Executive has created, invented, designed, developed, improved or contributed to prior to Executive’s employment with the Company that are relevant to or implicated by such employment (“Prior Works”). Any Prior Works are disclosed by Executive in Schedule 1.

Discoveries and Works. All Discoveries and Works made or conceived by you, during the Executive during his employment by the Company, solelyEmployment Period, jointly or with others, that relate to the Company's present or anticipated activitiesactivities of the Company or its Affiliates, or are used or useable by the Company or any Affiliate shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliatesor any Affiliate. The term “Discoveries and Works” includes, by way of example but without limitation, means Trade Secrets and or other Confidential Information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications, inventions, developments and discoveries. The Executive You shall (a) promptly notify, make full disclosure to, and execute and deliver any documents documents, including any assignment agreement, requested by the CompanyCompany or any Affiliate, as the case may be, to evidence or better assure title to Discoveries and Works in the CompanyCompany or any subsidiary, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyCompany or any of its Affiliates, (c) assist the Company or any of its Affiliates in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company Employment Period or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company or any Affiliate and to protect the title of the Company or any Affiliate thereto, including but not limited to assignments of such patents and other rights. Any rights to Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the CompanyWorks. The Executive acknowledges You acknowledge that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended amended, 17 U.S.C. Sect. § 101.

Discoveries and Works. All Discoveries and Works made or conceived by the Executive Employee during his employment by the Company, solelyIntegrated Companies, jointly or with others, that relate to the Company's present or anticipated activitiesactivities of the Integrated Companies, or are used or useable usable by the Company Integrated Companies shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliatesIntegrated Companies. The term “Discoveries and Works” includes, by way of example but without limitation, intellectual property, Trade Secrets and or other Confidential Information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive Employee shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by by, the Company, as the case may beIntegrated Companies, to evidence or better assure title to Discoveries and Works in the CompanyIntegrated Companies, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyIntegrated Companies, (c) assist the Company Integrated Companies in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company Integrated Companies or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company Integrated Companies and to protect the title of the Company Integrated Companies thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year six months after the expiration or termination of the Executive's Employee’s employment with the CompanyIntegrated Companies, are made, disclosed, reduced to a tangible or written form or description, or are reduced to practice by the Executive Employee and which pertain to the business carried on or products or services being sold or delivered developed by the Company Integrated Companies at the time of such termination shall, as between the Executive Employee and, the CompanyIntegrated Companies, be presumed to have been made during the Executive's Employee’s employment by the CompanyIntegrated Companies. The Executive Employee acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101amended.

Discoveries and Works. All Discoveries discoveries and Works works made or conceived by the Executive Employee during his and in the course of his/her employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company activities shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries The terms "discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includesworks" include, by way of example but without limitationexample, Trade Secrets all ideas, discoveries, creations, manuscripts and other Confidential Informationproperties, patents innovations, improvements, know-how, inventions, designs, developments, apparatus, techniques, methods, biological processes, cell lines, laboratory notebooks and patent applicationsformulae, service markswhether or not patentable or copyrightable, including all rights to obtain, register, perfect and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applicationsenforce these proprietary interests. The Executive Employee shall (a) promptly notify, notify and make full disclosure to, and execute and deliver any documents requested by by, the Company, as the case may be, Company to evidence or better assure title to Discoveries such discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed works by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or and other protection of any and all Discoveries such discoveries and Worksworks, and (d) promptly execute, whether during his his/her employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the its title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries discoveries and Works works which, within one (1) year after the expiration or termination of the ExecutiveEmployee's employment with the Companyhereunder, are made, disclosed, reduced reduce to a tangible or written form or description, or are reduced to practice by the Executive Employee and which pertain to the business carried on or products or services being sold or delivered work performed by the Employee while with, and in his/her capacity as an Employee of, the Company at the time of such termination shall, as between the Executive and, Employee and the Company, be Company presumed to have been made during the ExecutiveEmployee's employment by the Company. The Executive acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries and Works made or conceived by the Executive during his employment by the Company, solelywhether during the Employment Period or at any time prior thereto, whether or not on the property or premises of the Company, jointly or with others, that which relate to the Company's present or anticipated activities, or are used or useable by activities of the Executive with the Company or its direct or indirect subsidiaries, parents or affiliates shall be owned by the Company. For the purposes of this Section 6Company or its direct or indirect subsidiaries, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its parents or affiliates. The term “"Discoveries and Works” " includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by by, the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the CompanyCompany or its direct or indirect subsidiaries, parents or affiliates, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyCompany or its direct or indirect subsidiaries, parents or affiliates, (c) assist the Company or its direct or indirect subsidiaries, parents or affiliates in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company or its direct or indirect subsidiaries, parents or affiliates and to protect the title of the Company or its direct or indirect subsidiaries, parents or affiliates thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company. The Executive acknowledges that all Discoveries and Works shall be deemed “"works made for hire” " under the U.S. Copyright Act of 1976, as amended amended, 17 U.S.C. Sect. 101ss.101.

Discoveries and Works. All Discoveries and Works made or conceived by you, during the Executive during his employment by the Company, solelyEmployment Period, jointly or with others, that relate to the Company's present or anticipated activitiesactivities of the Company or its Affiliates, or are used or useable by the Company or any Affiliate shall be owned by the CompanyCompany or any Affiliate. For the purposes of this Section 6, (including the definition of “The term "Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, " means Trade Secrets and or other Confidential Information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx mxxx registrations and applications, trade names, copyrights and copyright registrations and applications, inventions, developments and discoveries. The Executive You shall (a) promptly notify, make full disclosure to, and execute and deliver any documents documents, including any assignment agreement, requested by the CompanyCompany or any Affiliate, as the case may be, to evidence or better assure title to Discoveries and Works in the CompanyCompany or any subsidiary, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyCompany or any of its Affiliates, (c) assist the Company or any of its Affiliates in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company Employment Period or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company or any Affiliate and to protect the title of the Company or any Affiliate thereto, including but not limited to assignments of such patents and other rights. Any rights to Discoveries and Works whichWorks. In the event the Company is unable for any reason, within one year after reasonable effort, to secure your signature on any document needed in connection with the expiration or termination actions specified in the preceding paragraph, you hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as your agent and attorney in fact, which appointment is coupled with an interest, to act for and in your behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the Executive's employment preceding paragraph with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice same legal force and effect as if executed by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Companyyou. The Executive acknowledges You acknowledge that all Discoveries and Works shall be deemed “"works made for hire” " under the U.S. Copyright Act of 1976, as amended amended, 17 U.S.C. Sect§ 101. 101.(g) Disclosure Pursuant to 18 U.S.C. Section 1833(b). Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), you shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government

Discoveries and Works. All Discoveries and Works which are made or conceived by the Executive you during his your employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive You shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly executeexecute formal applications, patents, and registrations, whether during his employment with the Company or thereafterthereafter , all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which are made or conceived by you during your employment by the Company which, within one year after the expiration or termination of the Executive's your employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive you and which substantially pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive you and, the Company, be presumed to have been made during the Executive's your employment by the Company. The Executive acknowledges You acknowledge that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries and Works made or conceived by the Executive during his employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company shall be owned by the Company. For the purposes of this Section 6, (including the definition of “The term "Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” " includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company. The Executive acknowledges that all Discoveries and Works shall be deemed “"works made for hire” " under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries and Works which are made or conceived by the Executive during his employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx mxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company. The Executive acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries and Works which are made or conceived by the Executive during his employment by the Companyterm of this Agreement, solely, jointly or with others, that relate to the Company's ’s present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, ; (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, ; (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, ; and (d) promptly execute, whether during his employment with the Company term of this Agreement or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Companyterm of this Agreement, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Companyterm of this Agreement. The Executive acknowledges acknowledge that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries and Works which are made or conceived by the Executive during his employment while employed by the Company, solely, jointly or with others, that relate to the Company's ’s present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, ; (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, ; (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, ; and (d) promptly execute, whether during his employment with the Company term of this Agreement or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Companyterm of this Agreement, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Companyterm of this Agreement. The Executive acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries discoveries and Works works made or conceived by --------------------- the Executive during his employment by the Company, solelyCorporation, jointly or with others, that relate to the CompanyCorporation's present or anticipated activities, or are used or useable by the Company activities shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliatesCorporation. The term “Discoveries "discoveries and Works” works" includes, by way of example but without limitationexample, Trade Secrets inventions, computer programs (including documentation of such programs), technical improvements, processes, drawings and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applicationsworks of authorship. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by by, the Company, as the case may be, Corporation to evidence or better assure title to Discoveries such discoveries and Works works in the Company, as so requestedCorporation, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company Corporation in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries such discoveries and Worksworks, and (dc) promptly execute, whether during his employment with by the Company Corporation or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company Corporation and to protect the its title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries discoveries and Works works which, within one year six months after the expiration or termination of the Executive's employment with by the CompanyCorporation, are made, disclosed, reduced to a tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered developed by the Company Corporation at the time of such termination shall, as between the Executive and, and the CompanyCorporation, be presumed to have been made during the Executive's employment by the CompanyCorporation. The Set forth on Schedule 5 attached hereto is a list of inventions, patented or unpatented, including a brief description thereof, which are owned by the Executive, which the Executive acknowledges that all Discoveries conceived or made prior to his employment by the Corporation and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101which are excluded from this Agreement.

Discoveries and Works. All Discoveries and Works made or conceived by the Executive during his employment by the Company, solelyEmployment Term, jointly or with others, that relate to the Company's present or anticipated activities, activities of the IMI Group or are used or useable by the Company IMI Group shall be owned by the CompanyIMI Group. For the purposes of this Section 6, (including the definition of “The term "Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” " includes, by way of example but without limitation, Trade Secrets inventions, discoveries, software applications, trade secrets and other Confidential Informationconfidential information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx registrations mark regisxxxxions and applications, trade names, copyrights and copyright registrations applications, and applicationssoftware programs (including all source and object codes). The Executive hereby assigns and transfers, and agrees to assign and transfer, to IMIC or its designees all right, title, and interest he now has or hereafter obtains during the Employment Term in all Discoveries and Works made or conceived by the Executive during the Employment Term, whether solely or jointly with others, which (a) relate to the present or anticipated business of the IMI Group or which are used by the IMI Group, (b) any member of the IMI Group has requested the Executive to develop, create, or perform, or (c) relate to any trade secrets, or other proprietary confidential information of the Company which were disclosed to the Executive. The Executive shall (a1) promptly notify, make full disclosure to, and execute and deliver any documents requested by any member of the Company, as the case may be, IMI Group to evidence or better assure title to Discoveries and Works in IMIC or its designee the Company, as so requested, (b2) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyIMI Group, (c3) assist the Company IMIC in obtaining or maintaining for itself or its designee at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d4) promptly execute, whether during his employment with the Company IMI Group or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company IMI Group and to protect the title of the Company IMI Group thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, which (x) within one year 6 months after the expiration or termination of the Executive's employment with the Company, IMI Group are made, disclosed, reduced to a tangible or written form or description, or are reduced to practice by the Executive and which (y) pertain to the business carried on or products or services being sold or delivered developed by the Company IMI Group at the time of such termination termination, shall, as between the Executive and, and the CompanyIMI Group, be presumed to have been made during the Executive's employment by the CompanyEmployment Term. The Executive acknowledges that all Discoveries and Works created pursuant to the Executive's employment by the IMI Group shall be deemed “"works made for hire” " under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101amended.

Discoveries and Works. All Discoveries discoveries and Works works made or conceived by the Executive during his employment by the Company, solelyCorporation, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company Corporation’s activities shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliatesCorporation. The term “Discoveries discoveries and Worksworks” includes, by way of example but without limitationexample, Trade Secrets inventions, computer programs (including documentation of such programs), technical improvements, processes, drawings and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applicationsworks of authorship. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by by, the Company, as the case may be, Corporation to evidence or better assure title to Discoveries such discoveries and Works works in the Company, as so requestedCorporation, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company Corporation in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries such discoveries and Worksworks, and (dc) promptly execute, whether during his employment with by the Company Corporation or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company Corporation and to protect the its title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries discoveries and Works works which, within one year six months after the expiration or termination of the Executive's ’s employment with by the CompanyCorporation, are made, disclosed, reduced to a tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered developed by the Company Corporation at the time of such termination shall, as between the Executive and, and the CompanyCorporation, be presumed to have been made during the Executive's ’s employment by the CompanyCorporation. The Set forth on Schedule 5 attached hereto is a list of inventions, patented or unpatented, if any, including a brief description thereof, which are owned by the Executive, which the Executive acknowledges that all Discoveries conceived or made prior to his employment by the Corporation and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101which are excluded from this Agreement.

Discoveries and Works. (a) All Discoveries and Works (as defined below) made or conceived by Consultant either before or after the Executive during his employment by the CompanyEffective Date, solely, jointly or with others, that relate to the Company's ’s present or anticipated activities, or are used or useable by the Company shall be owned by the Company. For the purposes of this Section 6, . (including the definition of “Discoveries and Works”b) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive . (c) Consultant shall (ai) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (bii) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (ciii) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (div) promptly execute, whether during his employment the Consultant’s engagement with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. . (d) Any Discoveries and Works which, within one year six (6) months after the expiration or termination of the Executive's employment Consultant’s engagement with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive Consultant and which pertain to the business carried on or products or services being sold or delivered by the Company at t the time of such termination shall, as between the Executive and, Consultant and the Company, be presumed to have been made during the Executive's employment Consultant’s engagement by the Company. The Executive Consultant acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries and Works initiated, made or conceived by the Executive you, during his your employment by Paramount or any other member of the CompanyGroup, solely, jointly whether alone or in conjunction with othersothers and whether prior to or following the date hereof, that relate to the Company's present or anticipated activities, or are used or useable by activities of the Company Group shall be owned exclusively by the Company. For the purposes of this Section 6Paramount, (including the definition of “and you hereby assign to Paramount all right, title and interest you may have or acquire in all such Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and or other Confidential Information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive You shall (a) promptly notify, notify and make full disclosure toto Paramount of any Discoveries and Works, and execute and deliver any documents requested by the Company, as the case may be, Paramount to evidence or better assure title to Discoveries and Works in the CompanyParamount, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyGroup, (c) assist the Company Paramount in obtaining or obtaining, maintaining and enforcing for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of or rights in any and all Discoveries and Works, Works and (d) promptly execute, whether during his employment with the Company Employment Period or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company Paramount and to protect the title of the Company theretoParamount, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company. The Executive acknowledges You acknowledge that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended amended, 17 U.S.C. Sect. § 101.

Discoveries and Works. All Discoveries and Works which are made or conceived by the Executive you during his your employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive You shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly executeexecute formal applications, patents, and registrations, whether during his employment with the Company or thereafterthereafter , all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's your employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive you and which substantially pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive you and, the Company, be presumed to have been made during the Executive's your employment by the Company. The Executive acknowledges You acknowledge that all Discoveries and Works shall be deemed “"works made for hire” " under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries and Works made or conceived by the Executive Employee during his employment by the Company, solelyXxxxxxx, jointly or with others, that relate to the Company's present or anticipated activitiesactivities of Xxxxxxx, or are used or useable usable by the Company Xxxxxxx shall be owned by the CompanyXxxxxxx. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive Employee shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, Xxxxxxx to evidence or better assure title to Discoveries Discoverie s and Works in the CompanyXxxxxxx, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyXxxxxxx, (c) assist the Company Xxxxxxx in obtaining or maintaining for itself at its own expense United States Canadian and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company Xxxxxxx or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company Xxxxxxx and to protect the title of the Company Xxxxxxx thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year six (6) months after the expiration or termination of the Executive's employment with the CompanyTermination Date, are made, disclosed, reduced to a tangible or written form or description, or are reduced to practice by the Executive Employee and which pertain to the business carried on or products or services being sold or delivered developed by the Company Xxxxxxx at the time of such termination shall, as between the Executive and, the Company, Employee and Xxxxxxx be presumed to have been made during the ExecutiveEmployee's employment by the Company. The Executive acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101Xxxxxxx.

Discoveries and Works. All Discoveries discoveries and Works works made or conceived by the Executive during his employment by the Company, solelyCorporation, jointly or with others, that relate to the CompanyCorporation's present or anticipated activities, or are used or useable by the Company activities shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliatesCorporation. The term “Discoveries discoveries and Worksworks” includes, by way of example but without limitationexample, Trade Secrets inventions, computer programs (including documentation of such programs), technical improvements, processes, drawings and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applicationsworks of authorship. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by by, the Company, as the case may be, Corporation to evidence or better assure title to Discoveries such discoveries and Works works in the Company, as so requestedCorporation, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company Corporation in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries such discoveries and Worksworks, and (dc) promptly execute, whether during his employment with by the Company Corporation or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company Corporation and to protect the its title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries discoveries and Works works which, within one year six months after the expiration or termination of the Executive's ’s employment with by the CompanyCorporation, are made, disclosed, reduced to a tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered developed by the Company Corporation at the time of such termination shall, as between the Executive and, and the CompanyCorporation, be presumed to have been made during the Executive's ’s employment by the CompanyCorporation. The Set forth on Schedule 5 attached hereto is a list of inventions, patented or unpatented, if any, including a brief description thereof, which are owned by the Executive, which the Executive acknowledges that all Discoveries conceived or made prior to his employment by the Corporation and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101which are excluded from this Agreement.

Discoveries and Works. All Discoveries and Works made or conceived by the Executive during his employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx mxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company. The Executive acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101. Should the Executive refuse or fail to perform such acts or execute such documents, instruments or certificates, the Company may do so as the Employee’s attorney-in-fact for such purpose.

Discoveries and Works. All Discoveries and Works initiated, made or conceived by the Executive you, during his your employment by Paramount or any other member of the CompanyGroup, solely, jointly whether alone or in conjunction with othersothers and whether prior to or following the date hereof, that relate to the Company's present or anticipated activities, or are used or useable by activities of the Company Group shall be owned exclusively by the Company. For the purposes of this Section 6Paramount, (including the definition of “and you hereby assign to Paramount all right, title and interest you may have or acquire in all such Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “"Discoveries and Works” " includes, by way of example but without limitation, Trade Secrets and or other Confidential Information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive You shall (a) promptly notify, notify and make full disclosure toto Paramount of any Discoveries and Works, and execute and deliver any documents requested by the Company, as the case may be, Paramount to evidence or better assure title to Discoveries and Works in the CompanyParamount, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyGroup, (c) assist the Company Paramount in obtaining or obtaining, maintaining and enforcing for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of or rights in any and all Discoveries and Works, Works and (d) promptly execute, whether during his employment with the Company Employment Period or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company Paramount and to protect the title of the Company theretoParamount, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company. The Executive acknowledges You acknowledge that all Discoveries and Works shall be deemed “"works made for hire” " under the U.S. Copyright Act of 1976, as amended amended, 17 U.S.C. Sect. § 101.

Discoveries and Works. All Discoveries and Works made or conceived by the Executive during his employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activitiesactivities of the Company, or are used or useable usable by the Company shall be owned by the Company. For the purposes of this Section 6, (including the definition of “The term "Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” " includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx registrations mark xxxistrations and applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by by, the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year six months after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to a tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business Business carried on or products or services being sold or delivered developed by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company. The Executive acknowledges that all Discoveries and Works shall be deemed “"works made for hire” " under the U.S. Copyright Act of 1976, as amended amended, 17 U.S.C. Sect. 101.U.S.

Discoveries and Works. All Discoveries and Works which are made or conceived by you during your the Executive during his employment by the Companyterm of this Agreement, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive You shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company term of this Agreement or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Companyterm of this Agreement, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive you and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive you and, the Company, be presumed to have been made during the Executive's employment by the Companyterm of this Agreement. The Executive acknowledges You acknowledge that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries and Works made or conceived by the Executive during his employment by the Company, solelywhether during the Employment Period or at any time prior thereto, whether or not on the property or premises of the Company, jointly or with others, that which relate to the Company's present activities of the Executive with the company or anticipated activitiesits direct or indirect subsidiaries, parents or are used or useable by the Company affiliates shall be owned by the Company. For the purposes of this Section 6Company or its direct or indirect subsidiaries, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its parents or affiliates. The term “"Discoveries and Works” " includes, by way of example but without limitation, Trade Secrets and other Confidential Informationinformation, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by by, the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the CompanyCompany or its direct or indirect subsidiaries, parents or affiliates, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyCompany or its direct or indirect subsidiaries, parents or affiliates, (c) assist the Company or its direct or indirect subsidiaries, parents or affiliates in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company or its direct or indirect subsidiaries, parents or affiliates and to protect the title of the Company or its direct or indirect subsidiaries, parents or affiliates thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company. The Executive acknowledges that all Discoveries and Works shall be deemed “"works made for hire” " under the U.S. Copyright Act of 1976, as amended amended, 17 U.S.C. Sectss. 101.

Discoveries and Works. All Discoveries and Works which are made or conceived by the Executive you during his your employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive You shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's your employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive you and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive you and, the Company, be presumed to have been made during the Executive's your employment by the Company. The Executive acknowledges You acknowledge that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. 9.1 All Discoveries Confidential Information, copyrights, patents, trade or service marks, mask works, trade names and Works made registrations and applications for the foregoing, including any prepared or conceived by or on behalf of the Executive during his employment by the CompanyPromoter, solely, jointly alone or together with others, during the Term that relate to the Company's ’s present or or, to Promoter’s knowledge, anticipated activities, including any innovations relating to, or are used or useable by improvements on, any of the Company shall be owned by foregoing (the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”), shall be owned by, and shall be the sole property of, the Company. 9.2 The Promoter (i) hereby assigns all rights, title and interest that the term “Company” shall include Promoter may have or acquire in any and all Discoveries and Works to the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce hereby waives any and all claims, including including, but not limited to to, claims of ownership and royalty, with respect to all the Discoveries and Works Works, including to the extent that such rights to the Discoveries and Works, including copyrights, do not vest in the Company as a work-for-hire, in which case the Promoter hereby grants, assigns and transfers to the Company all other property owned or licensed by of the CompanyPromoter’s right, title and interest in and to the Discoveries and Works, and (cii) agrees to assist the Company in obtaining or maintaining for itself itself, at its own expense United States and foreign expense, patents, copyrights, trade secret protection trademarks, service marks or any other protection of the Discoveries and Works in such jurisdictions as the Company, in its sole discretion, may request, and to execute any and all Discoveries and Worksdocuments, instruments or certificates, and (d) promptly executedo any and all other things, whether during his employment with necessary to more fully vest ownership in the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company. The Executive Promoter acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. United States Copyright Act of 1976, as amended 17 U.S.C. Sect. 101. Should the Promoter refuse or fail to perform such acts or execute such documents, instruments or certificates, the Company may do so as the Promoter’s attorney- in-fact for such purpose. In addition to and not in any way limiting the foregoing, any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights”). The Promoter hereby irrevocably waives, to the extent permitted by applicable law, any and all claims the Promoter may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Discoveries and Works.

Discoveries and Works. All Discoveries and Works made or conceived by the Executive Employee during his employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by business of the Company or its Affiliates, shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets trade secrets and other Confidential Informationconfidential information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive Employee shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by by, the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including including, but not limited to to, claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyCompany or its Affiliates, (c) assist the Company and its Affiliates in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and its Affiliates and to protect the title of the Company and its Affiliates thereto, including including, but not limited to to, assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company. The Executive Employee acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sectamended. (a) Employee has provided on Schedule B hereto a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by Employee prior to employment with the Company, which belong to Employee alone or jointly with others, which relate to the Company’s or its Affiliates’ business, products or research and development, and which are not assigned to the Company or its Affiliates. 101If “none” is stated on Schedule B, Employee therefore represents that there are no such inventions, works of authorship, developments, improvements or trade secrets. (b) Employee understands that the provisions of this Agreement requiring assignment to the Company or its Affiliates do not apply to any invention made by an employee of the Company which qualifies fully under the provisions of Section 2870 of the California Labor Code which provides: (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under Subdivision (a), the provision is against the public policy of this state and is against the public policy of this state and is unenforceable. Employee agrees to advise the Company promptly in writing of any inventions that he believes meet the criteria of Section 2870 of the California Labor Code, and will also provide at that time to the Company in writing all evidence necessary to substantiate that belief. the Company will keep in confidence and will not disclose to third parties without Employee’s consent any confidential information disclosed in writing to the Company relating to inventions that qualify fully under the provisions of Section 2870 of the California Labor Code.

Discoveries and Works. All Discoveries and Works initiated, made or conceived by you, during the Executive during his employment by the CompanyEmployment Period, solely, jointly whether alone or in conjunction with others, that relate to the Company's present or anticipated activities, or are used or useable by activities of the Company Group shall be owned exclusively by the Company. For Group, and you hereby assign to the purposes of this Section 6Group all right, (including the definition of “title and interest you may have or acquire in all such Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and or other Confidential Information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive You shall (a) promptly notify, notify and make full disclosure toto the Group of any Discoveries and Works, and execute and deliver any documents requested by the Company, as the case may be, Group to evidence or better assure title to Discoveries and Works in the CompanyGroup, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyGroup, (c) assist the Company Group in obtaining or obtaining, maintaining and enforcing for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of or rights in any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company Employment Period or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company Group and to protect the title of the Company theretoGroup, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company. The Executive You acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended amended, 17 U.S.C. Sect. § 101.

Discoveries and Works. All Discoveries and Works made or conceived by the Executive during his employment by the Company, solely, jointly or with others, that relate to the Company's ’s present or anticipated activities, or are used or useable by the Company shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's ’s employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's ’s employment by the Company. The Executive acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101. Should the Executive refuse or fail to perform such acts or execute such documents, instruments or certificates, the Company may do so as the Executive’s attorney-in-fact for such purpose.

Discoveries and Works. All Discoveries and Works which are made or conceived by the Executive you during his your employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive You shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's your employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive you and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive you and, the Company, be presumed to have been made during the Executive's your employment by the Company. The Executive acknowledges You acknowledge that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.. Xxxxxx Xxxxxx April 1, 2012 Re: Employment Agreement

Discoveries and Works. All Discoveries and Works made or conceived by the Executive during his employment by the Company, solely, jointly or with others, that relate to the Company's ’s present or anticipated activities, or are used or useable by the Company shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx mxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's ’s employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's ’s employment by the Company. The Executive acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101. Should the Executive refuse or fail to perform such acts or execute such documents, instruments or certificates, the Company may do so as the Executive’s attorney-in-fact for such purpose. In addition to and not in any way limiting the foregoing, any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights”). The Executive hereby irrevocably waives, to the extent permitted by applicable law, any and all claims the Executive may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Discoveries and Works.

Discoveries and Works. All Executive hereby irrevocably assigns, transfers, and conveys to the Company to the maximum extent permitted by applicable law Executive’s right, title and interest now or hereinafter acquired, in and to all Discoveries and Works made (as defined below) created, invented, designed, developed, improved or conceived contributed to by the Executive during his employment by the CompanyExecutive, solely, either alone or jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable while employed by the Company shall be owned by and within the scope of Executive’s employment and/or with the use of the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates’s resources. The term terms “Discoveries and Works” includesinclude all works of authorship, by way of example but inventions, intellectual property, materials, documents, or other work product (including, without limitation, Trade Secrets and other Confidential Proprietary Information, patents and patent applications, service markspatentable inventions, and service xxxx registrations and research, reports, software, code, databases, systems, applications, trade namespresentations, copyrights textual works, graphics and copyright registrations and applicationsaudiovisual materials). The Executive shall have the burden of proving that any materials or works created, invented, designed, developed, contributed to or improved by Executive that are implicated by or relevant to employment by the Company are not implicated by this provision. Executive agrees to (ai) keep accurate records and promptly notify, make full disclosure to, and execute and deliver any documents and to take any further actions requested by the CompanyCompany to assist it in validating, as the case may beeffectuating, to evidence maintaining, protecting, enforcing, perfecting, recording patenting or better assure title to Discoveries registering any of its rights hereunder, and Works in the Company, as so requested, (bii) renounce any and all claims, including but not limited to without limitation, claims of ownership and royalty, with respect to all Discoveries and Works and all 767483144.1 other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works whichthat, within one year six months after the expiration or termination of the Executive's ’s employment with the Company, are made, disclosed, reduced to a tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered developed by the Company at the time of such termination shall, as between the Executive and, and the Company, be presumed to have been made during the Executive's such employment by with the Company. The Executive acknowledges that that, to the fullest extent permitted by law, all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended amended, 17 U.S.C. SectU. S.C. Section 101. 101Executive hereby grants the Company a perpetual, nonexclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) in any Works and Discoveries, for all purposes in connection with the Company’s current and future business, that Executive has created, invented, designed, developed, improved or contributed to prior to Executive’s employment with the Company that are relevant to or implicated by such employment (“Prior Works”). Any Prior Works are disclosed by Executive in Schedule 1.

Discoveries and Works. All Discoveries and Works which are made or conceived by you during the Executive during his employment by the Companyterm of this Agreement, solely, jointly or with others, that relate to the Company's ’s present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive You shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, ; (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, ; (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, ; and (d) promptly execute, whether during his employment with the Company term of this Agreement or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Companyterm of this Agreement, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive you and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive you and, the Company, be presumed to have been made during the Executive's employment by the Companyterm of this Agreement. The Executive acknowledges You acknowledge that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries discoveries and Works works made or conceived by the Executive during his her employment by the Company, solelyCompany pursuant to this Agreement, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company activities ("Discoveries and Works") shall be owned by the Company. For , it being understood that the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works referred to in the Company, as so requested, (b) renounce any and all claims, including but not this paragraph are limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, those that are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive in the course of her performing services for the Company. Discoveries and Works shall include, without limitation, literary, dramatic or other works, screenplays, stories, adaptations, scripts, treatments, formats, "bibles," scenarios, characters, titles of any kind and any rights therein, other works of authorship, inventions, computer programs (including documentation of such programs), technical improvements, processes and drawings. The Executive shall (i) promptly notify, make full disclosure to, and execute and deliver any documents reasonably requested by, the Company to evidence or better assure title to such Discoveries and Works in the Company, (ii) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign copyrights, trade secret protection or other protection of any and all such Discoveries and Works, and (iii) promptly execute, whether during her employment by the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain copyright and other rights for the Company and to protect their title thereto. Any Discoveries and Works which, within twelve months after the termination of the Executive's employment by the Company, are made, disclosed, reduced to a tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered work performed by the Executive while with the Company at the time of such termination shall, as between the Executive and, and the Company, Company be presumed to have been made during the Executive's employment by the Company. The Executive acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries and Works made or conceived by the Executive Employee during his employment by the Company, solely, jointly or with others, that relate to the Company's ’s present or anticipated activities, or are used or useable by the Company shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliatesAffiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx mxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive Employee shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's Employee’s employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive Employee and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive Employee and, the Company, be presumed to have been made during the Executive's Employee’s employment by the Company. The Executive Employee acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries and Works which are made or conceived by the Executive you during his your employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive You shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year six months after the expiration or termination of the Executive's your employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive you and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive you and, the Company, be presumed to have been made during the Executive's your employment by the Company. The Executive acknowledges You acknowledge that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. (a) All Discoveries and Works made or conceived by the Executive Employee during his her employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company ’s Business (as defined in Paragraph 7.1) shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, includes by way of example but without limitation, Trade Secrets trade secrets and other Confidential Company Information, trade and service mxxx registrations and applications, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive Employee shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, trade mxxx and service mxxx registrations, copyrights, trade secret protection or other protection of any and all Discoveries and Works, including, but not limited to, executing all papers deemed necessary by Company for filing such applications, prosecuting them and assigning to Employer all his rights to said Discoveries and Works, and (d) promptly execute, whether during his her employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year six (6) months after the expiration or termination of the Executive's Employee’s employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive Employee and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Employee and Company, be presumed to have been made during the Executive's Employee’s employment by the Company. The Executive Employee acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.U.S.C.

Discoveries and Works. All Discoveries and Works made made, conceived, or conceived reduced to practice by you, during the Executive during his employment by the Company, solelyEmployment Period, jointly or with others, that relate to the Company's present or anticipated activitiesactivities of the Company or its Affiliates, or are used that result from or useable relate to work performed by you for the Company or any Affiliate shall be owned exclusively by the Company shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliatesor any Affiliate. The term “Discoveries and Works” includesmeans any intellectual property, by way of example but including without limitation, Trade Secrets and or other Confidential Information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications, inventions, mask works, ideas, processes, formulas, software in source or object code versions, data, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques and any other proprietary technology and all intellectual property rights therein. The Executive You shall (a) promptly notify, make full disclosure to, and execute and deliver any documents documents, including any assignment agreement, requested by the CompanyCompany or any Affiliate, as the case may be, to evidence or better assure title to Discoveries and Works in the CompanyCompany or any Affiliate, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company or any of its Affiliates in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (dc) promptly execute, whether during his employment with the Company Employment Period or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company or any Affiliate and to protect the title of the Company or any Affiliate thereto, including but not limited to assignments of such patents and other rights. Any rights to Discoveries and Works whichWorks. In the event the Company is unable Page Eight for any reason, within one year after reasonable effort, to secure your signature on any document needed in connection with the expiration or termination actions specified in the preceding paragraph, you hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as your agent and attorney in fact, which appointment is coupled with an interest, to act for and in your behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the Executive's employment preceding paragraph with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice same legal force and effect as if executed by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Companyyou. The Executive acknowledges You acknowledge that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended amended, 17 U.S.C. Sect§ 101. 101To the extent any Discoveries and Works are not deemed “works made for hire” under the Copyright Act, I hereby assign to the Company all my right, title, and interest in and to any and all Discoveries and Works (and all intellectual property rights with respect thereto). Any assignment of Discoveries and Works hereunder includes an assignment of all moral rights. To the extent such moral rights cannot be assigned to the Company and to the extent the following is allowed by the laws in any country where moral rights exist, you hereby unconditionally and irrevocably waive the enforcement of such moral rights, and all claims and causes of action of any kind against the Company or any of its suppliers or customers, with respect to such rights. You further acknowledge and agree that neither my successors-in-interest nor legal heirs retain any moral rights in any Discoveries and Work.

Discoveries and Works. All Discoveries and Works made or conceived by the Executive during his employment by the Company, solelywhether during the Employment Period or at any time prior thereto, whether or not on the property or premises of the Company, jointly or with others, that which relate to the Company's present or anticipated activities, or are used or useable by activities of the Executive with the Company or its direct or indirect subsidiaries, parents or affiliates shall be owned by the Company. For the purposes of this Section 6Company or its direct or indirect subsidiaries, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its parents or affiliates. The term “"Discoveries and Works” " includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by by, the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the CompanyCompany or its direct or indirect subsidiaries, parents or affiliates, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyCompany or its direct or indirect subsidiaries, parents or affiliates, (c) assist the Company or its direct or indirect subsidiaries, parents or affiliates in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company or its direct or indirect subsidiaries, parents or affiliates thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company. The Executive acknowledges that all Discoveries discoveries and Works shall be deemed “"works made for hire” " under the U.S. Copyright Act of 1976, as amended amended, 17 U.S.C. Sectss. 101.

Discoveries and Works. All Discoveries and Works made or conceived by you, during the Executive during his employment by the Company, solelyEmployment Period, jointly or with others, that relate to the Company's present or anticipated activitiesactivities of the Company or its Affiliates, or are used or useable by the Company or any Affiliate shall be owned by the CompanyCompany or any Affiliate. For the purposes of this Section 6, (including the definition of “The term "Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, " means Trade Secrets and or other Confidential Information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx mxxx registrations and applications, trade names, copyrights and copyright registrations and applications, inventions, developments and discoveries. The Executive You shall (a) promptly notify, make full disclosure to, and execute and deliver any documents documents, including any assignment agreement, requested by the CompanyCompany or any Affiliate, as the case may be, to evidence or better assure title to Discoveries and Works in the CompanyCompany or any subsidiary, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyCompany or any of its Affiliates, (c) assist the Company or any of its Affiliates in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company Employment Period or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company or any Affiliate and to protect the title of the Company or any Affiliate thereto, including but not limited to assignments of such patents and other rights. Any rights to Discoveries and Works whichWorks. In the event the Company is unable for any reason, within one year after reasonable effort, to secure your signature on any document needed in connection with the expiration or termination actions specified in the preceding paragraph, you hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as your agent and attorney in fact, which appointment is coupled with an interest, to act for and in your behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the Executive's employment preceding paragraph with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice same legal force and effect as if executed by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Companyyou. The Executive acknowledges You acknowledge that all Discoveries and Works shall be deemed “"works made for hire” " under the U.S. Copyright Act of 1976, as amended amended, 17 U.S.C. Sect§ 101. 101(g) Disclosure Pursuant to 18 U.S.C. Section 1833(b). Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), you shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Discoveries and Works. All Discoveries and Works made or conceived by the Executive during his employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company. The Executive acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries and Works made or conceived by you, during the Executive during his employment by the Company, solelyEmployment Period, jointly or with others, that relate to the Company's present or anticipated activitiesactivities of the Company or its Affiliates, or are used or useable by the Company or any Affiliate shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliatesor any Affiliate. The term “Discoveries and Works” includes, by way of example but without limitation, means Trade Secrets and or other Confidential Information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications, inventions, developments and discoveries. The Executive You shall (a) promptly notify, make full disclosure to, and execute and deliver any documents documents, including any assignment agreement, requested by the CompanyCompany or any Affiliate, as the case may be, to evidence or better assure title to Discoveries and Works in the CompanyCompany or any subsidiary, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyCompany or any of its Affiliates, (c) assist the Company or any of its Affiliates in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company Employment Period or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company or any Affiliate and to protect the title of the Company or any Affiliate thereto, including but not limited to assignments of such patents and other rights. Any rights to Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the CompanyWorks. The Executive acknowledges You acknowledge that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended amended, 17 U.S.C. SectUSC. § 101.

Discoveries and Works. All Discoveries discoveries and Works (as defined below) made or conceived by GARLAND during the Executive employment Period or during his employment by the period that he owned securities of the Company, solely, jointly or with others, that relate to the Company's present or anticipated activitiesactivities of the Company or its subsidiaries, or are used or useable usable by the Company shall be owned by the Companyor any subsidiary. For the purposes of this Section 6, (including the definition of “The term "Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” " includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, trademark and trademark registrations and applications, service marks, marks and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive Discoveries and Works shall not be deemed to have been made or conceived by GARLAND "jointly or with others" if such Discoveries and Works are made and conceived by an entity in which GARLAND is merely a passive investor and if GARLAND has no knowledge of such Discoveries and Works and is not an active participant in the discovery or development of such Discovery and Works. GARLAND agrees to (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the CompanyCompany or any subsidiary, as the case may be, to evidence or better assure title to Discoveries and Works in the Companycompany or any subsidiary, as so requested, (b) renounce any and all claims, including but not limited to including, without limitation, claims of or ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyCompany or any subsidiary, (c) assist the Company or any subsidiary in obtaining or maintaining for itself at as its own expense United States and foreign patents, copyrights, trade secret secrets protection or other protection of any and all Discoveries and Works, and (db) promptly execute, whether during his employment with the Company or thereafter, execute all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company or any subsidiary and to protect the title of the Company or any subsidiary thereto, including but not limited to including, without limitation, assignments of or such patents and or other rights. Any Discoveries and Works which, within one year six months after the expiration or termination of the ExecutiveGARLAND's employment with the Company, are made, disclosed, reduced to a tangible or written form or description, or are reduced to practice by the Executive GARLAND and which pertain to the business carried on or products or services being sold or delivered developed by the Company or any subsidiary at the time of such termination shallwill, as between such GARLAND and the Executive andCompany or any subsidiary, as the Companycase may be, be presumed to have been made during the Executivesuch GARLAND's employment by with or service as a director of the Company or any Subsidiary or ownership of securities of the Company, as the case may be. The Executive GARLAND acknowledges that all Discoveries and Works shall be deemed “"works made for hire” " under the U.S. Copyright Act of 1976, as amended amended, 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries and Works which are made or conceived by the Executive you during his your employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive You shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's your employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive you and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive you and, the Company, be presumed to have been made during the Executive's your employment by the Company. The Executive acknowledges You acknowledge that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.. Xxxxx Xxxxxxxx April 1, 2012 Re: Employment Agreement

Discoveries and Works. All Discoveries and Works made or conceived by the Executive Employee during his employment by the Company, solelyIntegrated Companies, jointly or with others, that relate to the Company's present or anticipated activitiesactivities of the Integrated Companies, or are used or useable usable by the Company Integrated Companies shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliatesIntegrated Companies. The term “Discoveries and Works” includes, by way of example but without limitation, intellectual property, Trade Secrets and or other Confidential Information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive Employee shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by by, the Company, as the case may beIntegrated Companies, to evidence or better assure title to Discoveries and Works in the CompanyIntegrated Companies, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyIntegrated Companies, (c) assist the Company Integrated Companies in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company Integrated Companies or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company Integrated Companies and to protect the title of the Company Integrated Companies thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year six months after the expiration or termination of the Executive's Employee’s employment with the CompanyIntegrated Companies, are made, disclosed, reduced to a tangible or written form or description, or are reduced to practice by the Executive Employee and which pertain to the business carried on or products or services being sold or delivered developed by the Company Integrated Companies at the time of such termination termination, are for other than, for those six months, the improvement of processes within a single non-competitive entity, and are not techniques readily obtainable within and/or already disclosed within the public domain shall, as between the Executive Employee and, the CompanyIntegrated Companies, be presumed to have been made during the Executive's Employee’s employment by the CompanyIntegrated Companies. The Executive Employee acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101amended.

Discoveries and Works. All Discoveries and Works which are made or conceived by you during the Executive during his employment by the Companyterm of this Agreement, solely, jointly or with others, that relate to the Company's ’s present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive You shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company term of this Agreement or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Companyterm of this Agreement, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive you and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive you and, the Company, be presumed to have been made during the Executive's employment by the Companyterm of this Agreement. The Executive acknowledges You acknowledge that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries and Works which are made or conceived by the Executive during his employment while employed by the Company, solely, jointly or with others, that relate to the Company's ’s past, present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, ; (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, ; (c) assist the Company in obtaining or maintaining for itself at its own the Company’s expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, ; and (d) promptly execute, whether during his employment with the Company term of this Agreement or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Companyterm of this Agreement, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Companyterm of this Agreement. The Executive acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries Employee agrees that all discoveries and Works works --------------------- made or conceived by him as of the Executive date of this Agreement or during his employment by with the CompanyCorporation, solely, jointly individually or with others, that relate to the CompanyBusiness or the Corporation's present activities (including actual or demonstrably anticipated activitiesresearch or development of the Corporation), or are used or useable result from any work performed by Employee for the Company shall Corporation, will be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliatesCorporation. The term “Discoveries "discoveries and Works” works" includes, by way but is not limited to, the following: designs, inventions, computer programs (including documentation of example but without limitationthe programs), Trade Secrets technical improvements, processes, drawings and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applicationsworks of authorship. The Executive shall Employee will (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by by, the Company, as the case may be, Corporation to evidence or better assure the Corporation's title to Discoveries the discoveries and Works in the Company, as so requestedworks, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company Corporation in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries discoveries and Worksworks, and (dc) promptly execute, whether during or after his employment with the Company or thereafterCorporation, all applications or other endorsements necessary or appropriate to maintain or protect patents and other rights for the Company Corporation. If there are any discoveries and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works works which, within one year six (6) months after the expiration or termination of the ExecutiveEmployee's employment with the Companyemployment, are made, disclosed, reduced to a tangible or written form or description, or are reduced to practice by the Executive Employee and which pertain to the business carried on Business or the products or services being sold or delivered developed by the Company Corporation at the time of such termination shallEmployee's termination, these discoveries and works will, as between the Executive and, Employee and the CompanyCorporation, be presumed deemed to have been made during the ExecutiveEmployee's employment and will be owned by the CompanyCorporation. The Executive acknowledges However, any discovery or work that all Discoveries the Employee has developed entirely on his own time without using the Corporation's equipment, supplies, facilities or trade secret information will not be owned by the Corporation, except for those discoveries and Works shall be deemed “works made that either: (i) relate to the Corporation's Business, or actual or demonstrably anticipated research or development of the Corporation at the time of conception or reduction to practice; or (ii) result from any work performed by the Employee for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101Corporation.

Discoveries and Works. (a) All Discoveries and Works (as defined below) made or conceived by the Executive during his employment by Employee either before or after the CompanyEffective Date, solely, jointly or with others, that relate to the Company's ’s present or anticipated activities, or are used or useable by the Company shall be owned by the Company. For the purposes of this Section 6, . (including the definition of “Discoveries and Works”b) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. . (c) The Executive Employee shall (ai) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (bii) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (ciii) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (div) promptly execute, whether during his employment with the Company Employment Period or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. . (d) Any Discoveries and Works which, within one year six (6) months after the expiration or termination of the Executive's employment with the CompanyEmployment Period, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive Employee and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, Employee and the Company, be presumed to have been made during the Executive's employment by the CompanyEmployment Period. The Executive Employee acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries and Works made or conceived by the Executive during his employment by the Company, solely, jointly or with others, that relate to the Company's ’s present or anticipated activities, or are used or useable by the Company shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx mxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's ’s employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's ’s employment by the Company. The Executive acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101. Should the Executive refuse or fail to perform such acts or execute such documents, instruments or certificates, the Company may do so as the Executive’s attorney-in-fact for such purpose.

Discoveries and Works. All Discoveries and Works made or conceived by the Executive Employee during his employment by the Company, solely, jointly or with others, that relate to the Company's present or reasonably anticipated activitiesactivities of the Company or its direct or indirect subsidiaries, or are used or useable usable by the Company or its direct or indirect subsidiaries shall be owned by the Company. For the purposes of this Section 6, (including the definition of “The term "Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” " includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx registrations mark xxxistrations and applications, trade names, copyrights and copyright registrations and applications. The Executive Employee shall (ai) promptly notify, make full disclosure to, and execute and deliver any documents requested by by, the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (bii) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyCompany or its direct or indirect subsidiaries or affiliates, (ciii) assist the Company or its direct or indirect subsidiaries in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (div) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company or its direct or indirect subsidiaries and to protect the title of the Company or its direct or indirect subsidiaries thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year nine (9) months after the expiration or termination of the ExecutiveEmployee's employment with the Company, are made, disclosed, reduced to a tangible or written form or description, or are reduced to practice by the Executive Employee and which pertain relate to the business carried on present or products or services being sold or delivered by reasonably anticipated activities of the Company or its direct or indirect subsidiaries at the time of such termination shall, as between the Executive and, Employee and the Company, be presumed to have been made during the ExecutiveEmployee's employment by the Company. The Executive Employee acknowledges that all Discoveries and Works covered by this Agreement shall be deemed “"works made for hire” " under the U.S. Copyright Act of 1976, as amended amended, 17 U.S.C. Sect. Section 101.

Discoveries and Works. All Discoveries and Works made or conceived by the Executive Employee during his employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by business of the Company or its Affiliates, shall be owned by the CompanyZHK. For the purposes of this Section 6, (including the definition of “The term "Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” " includes, by way of example but without limitation, Trade Secrets trade secrets and other Confidential Informationconfidential information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx registrations mark xxxistrations and applications, trade names, copyrights and copyright registrations and applications. The Executive Employee shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Companyby, as the case may beZHK, to evidence or better assure title to Discoveries and Works in the CompanyZHK, as so requested, (b) renounce any and all claims, including including, but not limited to to, claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyCompany or its Affiliates, (c) assist the Company and its Affiliates in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and its Affiliates and to protect the title of the Company and its Affiliates thereto, including including, but not limited to to, assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company. The Executive Employee acknowledges that all Discoveries and Works shall be deemed “"works made for hire” " under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sectamended. (a) Employee has provided on Schedule B hereto a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by Employee prior to employment with the Company, which belong to Employee alone or jointly with others, which relate to the Company's or its Affiliates' business, products or research and development, and which are not assigned to the Company or its Affiliates. 101If "none" is stated on Schedule B, Employee therefore represents that there are no such inventions, works of authorship, developments, improvements or trade secrets. (b) Employee understands that the provisions of this Agreement requiring assignment to the Company or its Affiliates do not apply to any invention made by an employee of the Company which qualifies fully under the provisions of Section 2870 of the California Labor Code which provides: (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under Subdivision (a), the provision is against the public policy of this state and is against the public policy of this state and is unenforceable. Employee agrees to advise the Company and ZHK promptly in writing of any inventions that he believes meet the criteria of Section 2870 of the California Labor Code, and will also provide at that time to the Company and ZHK in writing all evidence necessary to substantiate that belief. the Company will keep in confidence and will not disclose to third parties without Employee's consent any confidential information disclosed in writing to the Company relating to inventions that qualify fully under the provisions of Section 2870 of the California Labor Code.

Discoveries and Works. All Discoveries and Works made or conceived by the Executive Employee during his employment by the Company, solely[ ], jointly or with others, that relate to the Company's present or anticipated activitiesactivities of [ ], or are used or useable usable by the Company [ ] shall be owned by the Company[ ]. For the purposes of this Section 6, (including the definition of “The term "Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” " includes, by way of example but without limitation, intellectual property, Trade Secrets and other Confidential Information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive Employee shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Companyby, as the case may be[ ], to evidence or better assure title to Discoveries and Works in the Company[ ], as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company[ ], (c) assist the Company [ ] in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company [ ] or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company [ ] and to protect the title of the Company [ ] thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year six months after the expiration or termination of the ExecutiveEmployee's employment with the Company[ ], are made, disclosed, reduced to a tangible or written form or description, or are reduced to practice by the Executive Employee and which pertain to the business carried on or products or services being sold or delivered developed by the Company [ ] at the time of such termination shall, as between the Executive Employee and, the Company[ ], be presumed to have been made during the ExecutiveEmployee's employment by the Company[ ]. The Executive Employee acknowledges that all Discoveries and Works shall be deemed “"works made for hire” " under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101amended.

Discoveries and Works. All Discoveries and Works made or conceived by the Executive during his employment by the Company, solelywhether during the Employment Period or at any time period thereto, whether or not on the property or premises of the Company, jointly or with others, that which relate to the Company's present or anticipated activities, or are used or useable by activities of the Executive with the Company or its direct or indirect subsidiaries, parents or affiliates shall be owned by the Company. For the purposes of this Section 6Company or its direct or indirect subsidiaries, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its parents or affiliates. The term “"Discoveries and Works” " includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver delivery any documents requested by by, the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company or its direct or indirect subsidiaries, parents or affiliates, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyCompany or its direct or indirect subsidiaries, parents or affiliates, (c) assist the Company or its direct or indirect subsidiaries, parents or affiliates in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company or its direct or indirect subsidiaries, parents or affiliates and to protect the title of the Company or its direct or indirect subsidiaries, parents or affiliates thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company. The Executive acknowledges that all Discoveries and Works shall be deemed “"works made for hire” " under the U.S. Copyright Act of 1976, as amended amended, 17 U.S.C. Sectss. 101.

Discoveries and Works. All Discoveries and Works (as defined below) made or conceived by the Executive Participant in connection with the Participant’s services to the Partnership or during his the Participant’s employment by the CompanyGeneral Partner or any member of the Aveon Group, solely, jointly or with others, that relate to the Company's any present or anticipated activitiesactivity of the Aveon Business, or are used or useable by the Company Aveon Business shall be owned by the Company. For applicable member of the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliatesAveon Group. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, URLs, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive Participant shall (a) promptly notify, make full disclosure to, to and execute and deliver any documents requested by any member of the CompanyAveon Group, as the case may be, to evidence or better assure title to Discoveries and Works in the Companysuch entity, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyGeneral Partner, the Partnership or any member of the Aveon Group, (c) assist the Company General Partner, the Partnership or any member of the Aveon Group in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his the Participant’s employment with the Company General Partner or any member of the Aveon Group or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company General Partner, the Partnership or any member of the Aveon Group and to protect the title of the Company General Partner, the Partnership or any member of the Aveon Group thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company. The Executive Participant acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries and Works which are made or conceived by the Executive during his employment you while engaged by the Company, solely, jointly or with others, that relate to the Company's ’s present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive You shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, ; (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, ; (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, ; and (d) promptly execute, whether during his employment with the Company term of this Agreement or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Companyterm of this Agreement, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive you and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, you and the Company, be presumed to have been made during the Executive's employment by the Companyterm of this Agreement. The Executive acknowledges You acknowledge that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries and Works which are made or conceived by the Executive you during his your employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive You shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's your employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive you and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive you and, the Company, be presumed to have been made during the Executive's your employment by the Company. The Executive acknowledges You acknowledge that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.101 February 2, 2011 Re: At Will Employment Agreement

Discoveries and Works. All Discoveries and Works which are made or conceived by the Executive during his employment while engaged by the Company, solely, jointly or with others, that relate to the Company's ’s past, present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall be owned by the Company. For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, ; (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, ; (c) assist the Company in obtaining or maintaining for itself at its own the Company’s expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, ; and (d) promptly execute, whether during his employment with the Company term of this Agreement or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Companyterm of this Agreement, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Companyterm of this Agreement. The Executive acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

Discoveries and Works. All Discoveries and Works initiated, made or conceived by the Executive you, during his your employment by Paramount or any other member of the CompanyGroup, solely, jointly whether alone or in conjunction with othersothers and whether prior to or following the date hereof, that relate to the Company's present or anticipated activities, or are used or useable by activities of the Company Group shall be owned exclusively by the Company. For the purposes of this Section 6Paramount, (including the definition of “and you hereby assign to Paramount all right, title and interest you may have or acquire in all such Discoveries and Works”) the term “Company” shall include the Company and its affiliates. The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and or other Confidential Information, patents and patent applications, trademarks and trademark registrations and applications, service marks, marks and service xxxx registrations and applications, trade names, copyrights and copyright registrations and applications. The Executive You shall (a) promptly notify, notify and make full disclosure toto Paramount of any Discoveries and Works, and execute and deliver any documents requested by the Company, as the case may be, Paramount to evidence or better assure title to Discoveries and Works in the CompanyParamount, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the CompanyGroup, (c) assist the Company Paramount in obtaining or obtaining, maintaining and enforcing for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of or rights in any and all Discoveries and Works, Works and (d) promptly execute, whether during his employment with the Company Employment Period or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company Paramount and to protect the title of the Company theretoParamount, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company. The Executive acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.other