Common use of Foreground IP Clause in Contracts

Foreground IP. The following subparagraphs of this paragraph d. shall not apply to unmodified commercial off‐the‐ shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf goodsoff‐the‐shelf Goods. If Services or goods Goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf goodsoff‐the‐shelf Goods. If Services or goods f Goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments. iv. Subparagraphs ii. and iii. above shall not apply to any Foreground IP to the extent that the development of such Foreground IP was performed with funding received by Buyer under a U.S. Government procurement.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments.

Foreground IP. The following subparagraphs of this paragraph d. shall not apply to unmodified commercial off‐the‐ shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Buyer and any of BuyerXxxxx’s officers and agents as SellerXxxxxx’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 SellerXxxxxx, with respect to executing any such written instruments. iv. Subparagraphs i., ii. and iii. above shall not apply to any Foreground IP to the extent that the development of such Foreground IP was performed with funding received by Buyer under a U.S. Government procurement.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 Xxxxx all inventions 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 Seller’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 Seller, with respect to executing any such written instruments.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf goodsoff‐the‐shelf Goods. If Services or goods Goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments. iv. Subparagraphs i., ii and iii. above shall not apply to any Foreground IP to the extent that the development of such Foreground IP was performed with funding received by Buyer under a U.S. Government procurement.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf off‐the‐shelf goods. If Services or goods are developed, modified modified, or redesigned pursuant to this Contract then the paragraphs subparagraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Buyer’s Proprietary Information and Materials 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. iii. Seller shall, 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 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 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 Seller’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 Seller, with respect to executing any such written instruments.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf goodsoff‐the‐shelf Goods. If Services or goods Goods are developed, modified modified, or redesigned pursuant to this Contract Contract, then the paragraphs subparagraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Buyer’s Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments.

Foreground IP. The following subparagraphs of this paragraph d. This subparagraph d shall not apply to unmodified commercial off‐the‐ shelf off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf goodsoff‐the‐shelf Goods. If Services or goods Goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments. iv. Subparagraphs i., ii and iii. above shall not apply to any Foreground IP to the extent that the development of such Foreground IP was performed with funding received by Buyer under a U.S. Government contract.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf goodsoff‐the‐shelf Goods. If Services or goods Goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 orassist Buyer as described above, Seller hereby irrevocably appoints Xxxxx Buyer and any of Buyer’s officers and agents as Seller’s attorney in fact to act on XxxxxxSeller’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. The following subparagraphs of this paragraph d. shall not apply to unmodified commercial off‐the‐ shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Buyer and any of BuyerXxxxx’s officers and agents as SellerXxxxxx’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 SellerXxxxxx, with respect to executing any such written instruments. iv. Subparagraphs i., ii. and iii. above shall not apply to any Foreground IP to the extent that the development of such Foreground IP was performed with funding received by Buyer under a U.S. Government contract.

Foreground IP. The following subparagraphs of this paragraph d. This subparagraph d shall not apply to unmodified commercial off‐the‐ shelf goodsoff‐the‐shelf Goods. If Services or goods f Goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments. iv. Subparagraphs ii. and iii. above shall not apply to any Foreground IP to the extent that the development of such Foreground IP was performed with funding received by Buyer under a U.S. Government procurement.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf goodsoff‐the‐shelf Goods. If Services or goods Goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing "Buyer Proprietary” information or as otherwise directed by Xxxxx in writing. iii. Seller shall, 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 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 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 Buyer‟s officers and agents as Seller’s Seller‟s attorney in fact to act on Xxxxxx’s Seller‟s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments. iv. Subparagraphs ii. and iii. above shall not apply to any Foreground IP to the extent that the development of such Foreground IP was performed with funding received by Buyer under a U.S. Government procurement.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf goodsoff‐the‐shelf Goods. If Services or goods Goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing "Buyer Proprietary” information or as otherwise directed by Xxxxx in writing. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf goodsoff‐the‐shelf Goods. If Services or goods Goods are developed, modified modified, or redesigned pursuant to this Contract Contract, then the paragraphs subparagraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Buyer’s Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Electroimpact Proprietary” information or as otherwise directed by Xxxxx in writing. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments. iv. Upon Buyers request, Seller shall, at no additional cost to the Buyer, promptly share with Buyer in a format that is easily accessible to the Buyer all requested Foreground IP.

Foreground IP. The following subparagraphs of this paragraph d. d shall not apply to unmodified commercial off‐the‐ shelf off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf goodsoff‐the‐shelf Goods. If Services or goods Goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 Xxxxx all inventions 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 Seller’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 Seller, with respect to executing any such written instruments.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf goodsoff‐the‐shelf Goods. If Services or goods Goods are developed, modified modified, or redesigned pursuant to this Contract Contract, then the paragraphs subparagraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Buyer’s Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Electroimpact Proprietary” information or as otherwise directed by Xxxxx in writing. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments.

Foreground IP. The following subparagraphs of this paragraph d. This subparagraph d shall not apply to unmodified commercial off‐the‐ shelf goodsoff‐the‐shelf Goods. If Services or goods Goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments. iv. Subparagraphs i., ii and iii. above shall not apply to any Foreground IP to the extent that the development of such Foreground IP was performed with funding received by Buyer under a U.S. Government contract.

Foreground IP. The following subparagraphs of this paragraph d. This subparagraph d shall not apply to unmodified commercial off‐the‐ shelf goodsoff‐the‐shelf Goods. If Services or goods Goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’s attorney in fact to act on XxxxxxSeller’s behalf and instead of Seller, with the same legal force and effect as if executed by SellerXxxxxx, with respect to executing any such written instruments.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf goodsoff‐the‐shelf Goods. If Services or goods Goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments. iv. Subparagraphs ii. and iii. above shall not apply to any Foreground IP to the extent that the development of such Foreground IP was performed with funding received by Buyer under a U.S. Government procurement.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’s attorney in fact to act on XxxxxxSeller’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf goodsoff‐the‐shelf Goods. If Services or goods Goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’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 SellerXxxxxx, with respect to executing any such written instruments. iv. Subparagraphs i., ii and iii. above shall not apply to any Foreground IP to the extent that the development of such Foreground IP was performed with funding received by Buyer under a U.S. Government contract.

Foreground IP. The following subparagraphs of this paragraph d. This subparagraph d shall not apply to unmodified commercial off‐the‐ shelf off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments. iv. Subparagraphs i., ii., and iii. above shall not apply to any Foreground IP to the extent that the development of such Foreground IP was performed with funding received by Buyer under a U.S. Government contract.

Foreground IP. The following subparagraphs of this paragraph d. shall not apply to unmodified commercial off‐the‐ shelf off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments. iv. Subparagraphs i., ii. and iii. above shall not apply to any Foreground IP to the extent that the development of such Foreground IP was performed with funding received by Buyer under a U.S. Government contract.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf goodsoff‐the‐shelf Goods. If Services or goods Goods are developed, modified or redesigned pursuant to this Contract Order, then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments. iv. Subparagraphs ii. and iii. above shall not apply to any Foreground IP to the extent that the development of such Foreground IP was performed with funding received by Buyer under a U.S. Government procurement.

Foreground IP. The following subparagraphs sub-Sections of this paragraph Section d. shall not apply to unmodified commercial off‐the‐ shelf goodsoff‐the‐shelf Products. If Services or goods such commercial off-the-shelf Products are developed, modified or redesigned pursuant to this Contract then the paragraphs below applyapplies. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as that is Proprietary Information and Materials under as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Buyer Proprietary” information or as otherwise directed by Xxxxx in writing. iiiii. Seller shallwill, 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 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 Seller’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 Seller, with respect to executing any such written instruments.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Buyer and any of BuyerXxxxx’s officers and agents as SellerXxxxxx’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 SellerXxxxxx, with respect to executing any such written instruments.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Xxxxx 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 Seller’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 Seller, with respect to executing any such written instruments.

Foreground IP. The following subparagraphs of this paragraph d. shall not apply to unmodified commercial off‐the‐ shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments. iv. Subparagraphs i., ii. and iii. above shall not apply to any Foreground IP to the extent that the development of such Foreground IP was performed with funding received by Buyer under a U.S. Government contract.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials 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. iii. Seller shall, 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 Xxxxx all inventions 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 Seller’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 Seller, with respect to executing any such written instruments. iv. Subparagraphs i., ii, and iii. above shall not apply to any Foreground IP to the extent that the development of such Foreground IP was performed with funding received by Buyer under a U.S. Government contract.

Foreground IP. The following subparagraphs of this paragraph This subparagraph d. shall not apply to unmodified commercial off‐the‐ shelf off‐the‐shelf goods. If Services or goods are developed, modified modified, or redesigned pursuant to this Contract Contract, then the paragraphs subparagraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Buyer’s Proprietary Information and Materials 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. iii. Seller shall, 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 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 Seller’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 Seller, with respect to executing any such written instruments.