Common use of Foreground IP Clause in Contracts

Foreground IP. The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government. i. All IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorship, such works shall be works made for hire with the copyrights vesting in Buyer. Seller hereby transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyer. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as permitted under this Contract. Seller shall not, without Buyer’s prior written consent, use Foreground IP or such derivative works in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground IP.

Foreground IP. The following subparagraphs of this paragraph e This subparagraph d. shall not apply to any unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the extent their development was funded by the U.S. Governmentparagraphs below apply. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorship, such works shall be works made for hire with the copyrights vesting in Buyer. ii. Seller hereby transfers, conveys, and irrevocably assigns to Buyer all right, title and interest in such the Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyerno additional charge. Seller shall protect Foreground IP that is as Proprietary Information and Materials as required by under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. iiiii. Seller willshall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventionsinventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist Xxxxx as described above, Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as XxxxxxSeller’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by XxxxxxSeller, with respect to executing any such written instruments. iii. Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as permitted under this Contract. Seller shall not, without Buyer’s prior written consent, use Foreground IP or such derivative works in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to: (i) commercial off‐the‐shelf Goods except to the extent such Goods are modified or redesigned pursuant to this Contract; or (ii) any Services Goods to the extent their development was funded by the U.S. Government. i. All IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorship, such works shall be works made for hire with the copyrights vesting in Buyer. Seller hereby transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyer. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as permitted under this Contract. Seller shall not, without Buyer’s prior written consent, use Foreground IP or such derivative works in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground IP.

Foreground IP. The following subparagraphs of this paragraph e This subparagraph d. shall not apply to any Services unmodified commercial off‐the‐shelf Goods. If Goods are developed, modified or redesigned pursuant to this Order, then the extent their development was funded by the U.S. Governmentparagraphs below apply. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorship, such works shall be works made for hire with the copyrights vesting Buyer except as set forth in Buyersubparagraph (iv) below. ii. Seller hereby transfers, conveys, and irrevocably assigns to Buyer all right, title and interest in such the Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyerno additional charge. Seller shall protect Foreground IP that is as Proprietary Information and Materials as required by under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing ITT Proprietary” information or as otherwise directed by Xxxxx in writing. iiiii. Seller willshall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventionsinventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist Xxxxx as described above, Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iv. Subparagraphs ii. and iii. Buyer grants above shall not apply to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as permitted under this Contract. Seller shall not, without Buyer’s prior written consent, use extent that the development of such Foreground IP or such derivative works in any manner not authorized was performed with funding received by Buyer under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground IPU.S. Government procurement.

Foreground IP. The following subparagraphs of this paragraph e This subparagraph d shall not apply to any Services unmodified commercial off‐the‐shelf Goods. If Goods are developed, modified or redesigned pursuant to this Contract then the extent their development was funded by the U.S. Governmentsubparagraphs below apply. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorship, such works shall be works made for hire with the copyrights vesting Buyer except as set forth in Buyersubparagraph (iv) below. ii. Seller hereby transfers, conveys, and irrevocably assigns to Buyer all right, title and interest in such the Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyerno additional charge. Seller shall protect Foreground IP that is as Buyer’s Proprietary Information and Materials as required by under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. iiiii. Seller willshall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventionsinventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, instruments and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce enforce, and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist Xxxxx as described above, Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as XxxxxxSeller’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by XxxxxxSeller, with respect to executing any such written instruments. iv. Subparagraphs ii and iii. Buyer grants above shall not apply to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as permitted under this Contract. Seller shall not, without Buyer’s prior written consent, use extent that the development of such Foreground IP or was performed with funding received by Buyer under a U.S. Government procurement contract except that any such derivative works in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipmentForeground IP that modifies, or service which utilizes is a derivative work of, Buyer Background IP, including any suggestions regarding or is enabled by modifications made to Buyer Specifications, shall be the exclusive property of Buyer, and subparagraphs (ii) and (iii) shall apply to such Seller-developed Foreground IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as “work made for hire” as defined by U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to BuyerIPfor no additional charge. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as permitted under this Contract. Seller shall not, without Buyer’s prior written consent, use Foreground IP or such derivative works in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to: (i) commercial off‐the‐shelf Goods except to the extent such Goods are modified or redesigned pursuant to this Contract; or (ii) any Services Goods to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyerno additional charge. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer-Owned IP”). Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground Buyer-Owned IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as Contract or otherwise permitted under this Contract. , Seller shall not, without Buyer’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground Buyer-Owned IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to: (i) commercial off‐the‐shelf Goods except to the extent such Goods are modified or redesigned pursuant to this Contract; or (ii) any Services Goods to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyerno additional charge. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer-Owned IP”). Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground Buyer-Owned IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as Contract or otherwise permitted under this Contract. Contract Seller shall not, without Buyer’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground Buyer-Owned IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply As between the Parties, with respect to any Services to the extent their development was funded by the U.S. Government. i. All IP and all data, results, discoveries, improvements, or Inventions (whether or not patentable) conceived, developedmade, created, or first reduced to practice bysolely by or on behalf of either Party or jointly by the Parties during the Term of this Agreement and in the course of conducting the Joint Research Plans or the Research, forDevelopment, Manufacturing, or Commercialization of Collaboration Degraders, Collaboration Degrader-Antibody Conjugates, or Licensed Products contemplated by this Agreement (together with Sellerall intellectual property rights therein, either alone or with othersincluding all Patents related thereto, in performance of this Contract (collectively, the “Foreground IP”) shall be the exclusive property of Buyer. To the extent ), any Foreground IP consists made, created conceived of works or reduced to practice (a) solely by a Party’s or any of authorshipits Affiliates’ employees, independent contractors or consultants will be owned by such works shall Party, or (b) jointly by each Party’s (or any of its Affiliates’) employees, independent contractors or consultants will be works made for hire with jointly owned by the copyrights vesting Parties; provided, that notwithstanding anything to the contrary in Buyerclauses (a) or (b) above and irrespective of inventorship: (x) Seagen will solely own any and all Foreground Antibody/Conjugation IP; and (y) Nurix will solely own any and all Foreground DEL IP and Foreground Degrader IP. Seller hereby transfersSubject to the terms and conditions of this Agreement, conveysincluding those in Article 14 (License Grant; Exclusivity), and assigns all right, title and interest in such either Party will be able to freely Exploit the Joint Foreground IP free of charge without accounting to Buyerthe other Party. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyer. Seller shall protect Foreground IP that is Proprietary Information solely owned by Seagen under this Section 15.1.2 (Foreground IP) will be “Seagen Foreground IP,” and Materials as required by this Contract and shall mark documents or portions of documents containing Patents included in the Seagen Foreground IP as will be “Boeing ProprietarySeagen Foreground Patents.” information or as otherwise directed Foreground IP that is solely owned by Xxxxx in writing. ii. Seller will, within two Nurix under this Section 15.1.2 (2Foreground IP) months after conception or first actual reduction to practice of any invention will be “Nurix Foreground IP,” and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled Patents included in the art Nurix Foreground IP shall be “Nurix Foreground Patents.” Foreground IP that is jointly owned by the Parties under this Section 15.1.2 (Foreground IP) will be “Joint Foreground IP,” and Patents included in the Joint Foreground IP will be “Joint Foreground Patents.” All determinations of inventorship under this Agreement will be made in accordance with U.S. patent law. For clarity, ownership of Foreground IP that primarily relates to which (i) attachment moieties, generally, or (ii) without limiting the invention pertains. Seller definition of “Foreground DEL IP” hereunder, any process or method of attaching attachment moieties to chemical entities, generally, shall promptly execute all written instrumentsfollow inventorship, as determined in accordance with this Section 15.1.2 (Foreground IP), and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s such Foreground IP rightsshall not be considered Foreground DEL IP, Foreground Degrader IP or Foreground Antibody/Conjugation IP hereunder. Seller hereby irrevocably appoints Xxxxx and Notwithstanding any of Buyer’s officers and agents as Xxxxxx’s attorney the rights allocated in fact to act on Xxxxxx’s behalf and instead of Sellerthis Section 15.1.2 (Foreground IP), with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Seagen Foreground IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as permitted under this Contract. Seller shall not, without Buyer’s prior written consent, use Joint Foreground IP or such derivative works will be subject to the Nurix rights and other terms and conditions set forth in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground IPSection 14.3 (Reversion Licenses).

Foreground IP. The following subparagraphs of this paragraph e This subparagraph d. shall not apply to any unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified, or redesigned pursuant to this Contract, then the extent their development was funded by the U.S. Governmentsubparagraphs below apply. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorship, such works shall be works made for hire with the copyrights vesting Buyer except as set forth in Buyersubparagraph iv below. ii. Seller hereby transfers, conveys, and irrevocably assigns to Buyer all right, title and interest in such the Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyerno additional charge. Seller shall protect Foreground IP that is as Buyer’s Proprietary Information and Materials as required by under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. iiiii. Seller willshall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventionsinventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, instruments and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce enforce, and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist Xxxxx as described above, Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as XxxxxxSeller’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by XxxxxxSeller, with respect to executing any such written instruments. iv. Subparagraphs ii. and iii. Buyer grants above shall not apply to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground IP solely as necessary for Seller to perform its obligations the extent that the development of such Foreground IP was performed with funding received by Buyer under this Contracta U.S. Government procurement contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as permitted under this Contract. Seller shall not, without Buyer’s prior written consent, use that any such Foreground IP or such derivative works in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipmentthat modifies, or service which utilizes is a derivative work of, Buyer Background IP, including any suggestions regarding or is enabled by modifications made to Buyer Specifications, shall be the exclusive property of Buyer, and subparagraphs (ii) and (iii) shall apply to such Seller-developed Foreground IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyerno additional charge. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer-Owned IP”). Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground Buyer-Owned IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as Contract or otherwise permitted under this Contract,. Seller shall not, without BuyerXxxxx’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground Buyer-Owned IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as “work made for hire” as defined by U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. Seller hereby transfersFor all other Foreground IP, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyer. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer-Owned IP”). Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground Buyer-Owned IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as Contract or otherwise permitted under this Contract. Seller shall not, without BuyerXxxxx’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground Buyer-Owned IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to: (i) commercial off‐the‐shelf Goods except to the extent such Goods are modified or redesigned pursuant to this Contract; or (ii) any Services Goods to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyerno additional charge. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer -Owned IP”). Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground Buyer-Owned IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as Contract or otherwise permitted under this Contract. , Seller shall not, without Buyer’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground Buyer-Owned IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as “work made for hire” as defined by U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyerno additional charge. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as permitted under this Contract. Seller shall not, without Buyer’s prior written consent, use Foreground IP or such derivative works in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as a “work for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyer. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as permitted under this Contract. Seller shall not, without Buyer’s prior written consent, use Foreground IP or such derivative works in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as a “work for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyer. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer- Owned IP”). Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground Buyer-Owned IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as Contract or otherwise permitted under this Contract. Seller shall not, without BuyerXxxxx’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground Buyer- Owned IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as a “work for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyer. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer -Owned IP”). Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground Buyer-Owned IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as Contract or otherwise permitted under this Contract. Seller shall not, without BuyerXxxxx’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground Buyer-Owned IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to: (i) commercial off‐the‐shelf Goods except to the extent such Goods are modified or redesigned pursuant to this Contract; or (ii) any Services Goods to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyerno additional charge. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer -Owned IP”). Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground Buyer-Owned IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as Contract or otherwise permitted under this Contract. Contract Seller shall not, without Buyer’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground Buyer-Owned IP.

Foreground IP. The following subparagraphs of this paragraph e This subparagraph d. shall not apply to any Services unmodified commercial off‐the‐shelf Goods. If Goods are developed, modified, or redesigned pursuant to this Contract, then the extent their development was funded by the U.S. Governmentsubparagraphs below apply. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorship, such works shall be works made for hire with the copyrights vesting Buyer except as set forth in Buyersubparagraph iv below. ii. Seller hereby transfers, conveys, and irrevocably assigns to Buyer all right, title and interest in such the Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyerno additional charge. Seller shall protect Foreground IP that is as Buyer’s Proprietary Information and Materials as required by under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. iiiii. Seller willshall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventionsinventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, instruments and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce enforce, and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist Xxxxx as described above, Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as XxxxxxSeller’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by XxxxxxSeller, with respect to executing any such written instruments. iv. Subparagraphs ii. and iii. Buyer grants above shall not apply to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground IP solely as necessary for Seller to perform its obligations the extent that the development of such Foreground IP was performed with funding received by Buyer under this Contracta U.S. Government procurement contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as permitted under this Contract. Seller shall not, without Buyer’s prior written consent, use that any such Foreground IP or such derivative works in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipmentthat modifies, or service which utilizes is a derivative work of, Buyer Background IP, including any suggestions regarding or is enabled by modifications made to Buyer Specifications, shall be the exclusive property of Buyer, and subparagraphs (ii) and (iii) shall apply to such Seller-developed Foreground IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyerno additional charge. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer -Owned IP”). Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground Buyer-Owned IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as Contract or otherwise permitted under this Contract,. Seller shall not, without BuyerXxxxx’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground Buyer-Owned IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyerno additional charge. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing CDG Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer-Owned IP”). Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground Buyer-Owned IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as Contract or otherwise permitted under this Contract,. Seller shall not, without BuyerXxxxx’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground Buyer-Owned IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as “work made for hire” as defined by U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. Seller hereby transfersFor all other Foreground IP, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyer. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer -Owned IP”). Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground Buyer-Owned IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as Contract or otherwise permitted under this Contract. Seller shall not, without BuyerXxxxx’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground Buyer-Owned IP.

Foreground IP. The following subparagraphs of this paragraph e (e) shall not apply to: (i) commercial off‐the‐shelf Goods except to the extent such Goods are modified or redesigned pursuant to this Contract; or (ii) any Services Goods to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyerno additional charge. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Aurora Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, instruments and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer -Owned IP”). Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground Buyer-Owned IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as Contract or otherwise permitted under this Contract. Seller shall not, without BuyerXxxxx’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground Buyer-Owned IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to: (i) commercial off‐the‐shelf Goods except to the extent such Goods are modified or redesigned pursuant to this Contract; or (ii) any Services Goods to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyerno additional charge. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer -Owned IP”). Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground Buyer-Owned IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as Contract or otherwise permitted under this Contract. Seller shall not, without BuyerXxxxx’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground Buyer-Owned IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to: (i) commercial off‐the‐shelf Goods except to the extent such Goods are modified or redesigned pursuant to this Contract; or (ii) any Services Goods to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyerno additional charge. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer-Owned IP”). Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground Buyer-Owned IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as Contract or otherwise permitted under this Contract. Seller shall not, without BuyerXxxxx’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground Buyer-Owned IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as “work made for hire” as defined by U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to BuyerIPfor no additional charge. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer -Owned IP”). Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground Buyer-Owned IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as Contract or otherwise permitted under this Contract. Seller shall not, without BuyerXxxxx’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground Buyer-Owned IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyerno additional charge. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract PO and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract PO completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign BuyerXxxxx’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer-Owned IP”). Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract PO to use, reproduce, modify, practice and prepare derivative works of any Foreground Buyer-Owned IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as Contract or otherwise permitted under this Contract,. Seller shall not, without BuyerXxxxx’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP in any manner not authorized under this ContractPO, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground Buyer-Owned IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to: (i) commercial off‐the‐shelf Goods except to the extent such Goods are modified or redesigned pursuant to this PO; or (ii) any Services Goods to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyerno additional charge. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract PO and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract PO completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer-Owned IP”). Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract PO to use, reproduce, modify, practice and prepare derivative works of any Foreground Buyer-Owned IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as PO or otherwise permitted under this ContractPO. Seller shall not, without BuyerXxxxx’s prior written consent, use Foreground Buyer- Owned IP or such any derivative works of any of the Buyer-Owned IP in any manner not authorized under this ContractPO, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground Buyer-Owned IP.

Foreground IP. The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government. i. All Foreground IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorshipauthorship that qualify as a “work for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyer. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract PO and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract PO completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as permitted under this Contract. Seller shall not, without Buyer’s prior written consent, use Foreground IP or such derivative works in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground IP.