Common use of Intellectual Property, Inventions and Patents Clause in Contracts

Intellectual Property, Inventions and Patents. Employee acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideas, software, firmware, logos, trade secrets and all similar or related information (whether or not patentable, copyrightable or subject to trade secret protection) (“Developments”) which are conceived, developed, reduced to practice or made by Employee either solely or jointly with others while employed by the Company or any of its affiliates on or after the date hereof (“Work Product”) belong to the Company. Employee acknowledges that, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign the same to the Company. Employee shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee acknowledges that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended, and that the Company shall own the entire copyright in such Work Product. To the extent any copyrightable Work Product is not deemed a work made for hire, Employee hereby assigns and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee to assign to the Company and the Company has no rights in any Work Product that Employee developed for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless: (a) such Work Product relates (i) to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the Work Product results from any work performed by Employee for the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are or were owned by Employee or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to Employee’s employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such Developments.

Intellectual Property, Inventions and Patents. Employee Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, firmware, logos, trade secrets all other proprietary information and all similar or related information (whether or not patentable) which relate to Holdings', copyrightable the Company's or subject to trade secret protection) (“Developments”) any of their Subsidiaries' actual or anticipated business, research and development or existing or future products or services and which are conceived, developed, reduced to practice developed or made by Employee either solely Executive (whether alone or jointly with others others) while employed by Holdings, the Company or any of and its affiliates on Subsidiaries, whether before or after the date hereof of this Agreement (“"Work Product”) "), belong to the Company. Employee acknowledges thatHoldings, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign the same to the Companyor such Subsidiary. Employee Executive shall promptly disclose such all patentable inventions and other material Work Product to the Board and, at the Company’s 's expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “"works made for hire” " under the U.S. Copyright Act of 1976, as amended. In accordance with Title 19, Section 805 of the Delaware Code, Executive is hereby advised that this paragraph 6 regarding Holdings', the Company's and that the Company shall own the entire copyright in such Work Product. To the extent any copyrightable their Subsidiaries' ownership of Work Product is not deemed a work made for hire, Employee hereby assigns and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee apply to assign to the Company and the Company has no rights in any Work Product that Employee developed invention for which no equipment, supplies, facility, facilities or trade secret information of Holdings, the Company or any Subsidiary was used and which was developed entirely on Employee’s Executive's own time, unless: (a) such Work Product relates unless (i) the invention relates to the Company’s business of Holdings, the Company or (ii) any Subsidiary or to Holdings', the Company’s 's or any Subsidiaries' actual or demonstrably anticipated research or development, development or (bii) the Work Product invention results from any work performed by Employee Executive for Holdings, the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are Company or were owned by Employee or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to Employee’s employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such DevelopmentsSubsidiary.

Intellectual Property, Inventions and Patents. Employee Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, firmware, logos, trade secrets all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company's or any of its Subsidiaries' actual or anticipated business, copyrightable research and development or subject to trade secret protection) (“Developments”) existing or future products or services and which are conceived, developed, reduced to practice developed or made by Employee either solely Executive (whether alone or jointly with others others) while employed by the Company or any of and its affiliates on Subsidiaries, whether before or after the date hereof of this Agreement (“"Work Product”) "), belong to the CompanyCompany or such Subsidiary. Employee acknowledges that, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign the same to the Company. Employee Executive shall promptly disclose such all patentable inventions and other material Work Product to the Board and, at the Company’s 's expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “"works made for hire” " under the U.S. Copyright Act of 1976, as amended. In accordance with Title 19, Section 805 of the Delaware Code, Executive is hereby advised that this paragraph 6 regarding the Company's and that the Company shall own the entire copyright in such Work Product. To the extent any copyrightable its Subsidiaries' ownership of Work Product is not deemed a work made for hire, Employee hereby assigns and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee apply to assign to the Company and the Company has no rights in any Work Product that Employee developed invention for which no equipment, supplies, facility, facilities or trade secret information of the Company or any Subsidiary was used and which was developed entirely on Employee’s Executive's own time, unless: (a) such Work Product relates unless (i) the invention relates to the business of the Company or any Subsidiary or to the Company’s business 's or (ii) to the Company’s any Subsidiaries' actual or demonstrably anticipated research or development, development or (bii) the Work Product invention results from any work performed by Employee Executive for the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are Company or were owned by Employee or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to Employee’s employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such DevelopmentsSubsidiary.

Intellectual Property, Inventions and Patents. Employee (a) Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable works, firmwaremask works and moral rights (in each case, logoswhether or not including any Confidential Information) and all registrations or applications related thereto, trade secrets all other proprietary information and all similar or related information (whether or not patentablepatentable or trademarkable) which (i)(A) are developed using the equipment, copyrightable supplies, facilities or subject trade secrets of the Company or its Subsidiaries or any Confidential Information, or (B) relate to trade secret protectionthe Company’s or its Subsidiaries’ actual or demonstrably anticipated business, research and development or existing or future products or services, or (C) result from work performed by Executive for the Company or its Subsidiaries, and (“Developments”ii) which are conceived, developed, reduced to practice developed or made by Employee either Executive (whether solely or jointly with others others) while employed by or as a result of Executive’s employment with the Company or any of and/or its affiliates on Subsidiaries, whether before or after the date hereof of this Agreement (“Work Product”) ), belong to the CompanyCompany or such Subsidiary. Employee acknowledges that, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign the same to the Company. Employee Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish establish, confirm and confirm perfect such ownership in the Company or its Subsidiaries, as applicable (including, without limitation, assignments, consents, powers of attorney attorney, waivers of rights, including moral rights, and other instruments). Employee Executive acknowledges that all copyrightable original works of authorship protected by copyright included in the Work Product shall be deemed to constitute are “works made for hire” under as defined in the U.S. United States Copyright Act of 1976Act, as amended17 U.S.C. §101. (b) As further consideration for the Company’s entering into this Agreement, and that the Company shall own the entire copyright in such Work Product. To the extent any copyrightable Work Product is not deemed a work made for hire, Employee Executive hereby assigns and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee to assign to the Company all right, title and interest Executive owns or at any time may have to the Company has no rights in any Work Product that Employee developed for (whether during the Employment Period or after the termination of the Employment Period), and to any and all other Work Product in which no equipmentExecutive may have any right, supplies, facilitytitle, or trade secret information interest or which was at any time used in the business of the Company was used and which was developed entirely on Employee’s own its Subsidiaries or its affiliates. At any time, unless: (a) such Work Product relates (i) whether during the Employment Period or after the termination of the Employment Period, upon reasonable request of the Company, Executive shall fully cooperate with and assist the Company to protect the Company’s business or (iiand its Subsidiaries’) right to and interest in the Work Product in any and all countries of the world, and, upon reasonable request of the Company, shall execute all documents and instruments and do all things that may be required in connection therewith. If Executive is involuntarily terminated, Executive’s subsequent cooperation with the Company will be coordinated, at the Company’s actual or demonstrably anticipated research or developmentexpense, or (b) the Work Product results from any work performed by Employee for the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are or were owned by Employee or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to EmployeeExecutive’s then employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such Developmentscommitments.

Intellectual Property, Inventions and Patents. Employee acknowledges Service Provider and Executive acknowledge that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, firmware, logos, trade secrets all other proprietary information and all similar or related information (whether or not patentable, copyrightable or subject to trade secret protection) (“Developments”) which relate to the Company’s actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice by Service Provider or made by Employee either solely Executive (whether alone or jointly with others others) while employed by providing services to the Company or any of its affiliates on Company, whether before or after the date hereof of this Agreement (“Work Product”) ), belong to the Company. Employee acknowledges that, except as set forth below, all Work Product shall be the sole Service Provider and exclusive property of the Company and hereby assigns and agrees to assign the same to the Company. Employee Executive shall promptly disclose such Work Product to the Board Chief Executive Officer and, at the Company’s expense, perform all actions reasonably requested by the Board Chief Executive Officer (whether during or after the Employment PeriodTerm) to establish and confirm such ownership (including, without limitation, including assignments, consents, powers of attorney and other instruments). Employee acknowledges Service Provider and Executive each acknowledge that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended, and that the Company shall own the entire copyright in such Work Productall rights therein. To the extent that any such copyrightable Work Product work is not deemed a “work made for hire, Employee ,” Service Provider and Executive each hereby assigns assign and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee agree to assign to the Company all right, title and interest, including a copyright, in and to such copyrightable work. The foregoing provisions of this Section 9 shall not apply to any invention that Service Provider or Executive developed entirely on Service Provider’s or Executive’s, as applicable, own time without using the Company has no rights in any Work Product that Employee developed for which no Company’s equipment, supplies, facility, facilities or trade secret information of the Company was used and which was developed entirely on Employee’s own timeinformation, unless: (a) such Work Product relates except for those inventions that (i) relate to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research or development, or (bii) the Work Product results result from any work performed by Employee Service Provider or Executive for the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are or were owned by Employee or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to Employee’s employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such Developments.

Intellectual Property, Inventions and Patents. Employee Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, firmware, logos, trade secrets all other proprietary information and all similar or related information (whether or not patentable, copyrightable or subject to trade secret protection) (“Developments”) which relate to the Company’s or any of its Subsidiaries’ or affiliates’ actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice or made by Employee either solely Executive (whether alone or jointly with others others) while employed by the Company or and any of its affiliates on predecessors, whether before or after the date hereof of this Agreement (“Work Product”) ), belong to the Company. Employee acknowledges that, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign the same to the Company. Employee Executive shall promptly disclose such Work Product to the Board CEO and, at the Company’s expense, perform all actions reasonably requested by the Board CEO of the Company (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, including assignments, consents, powers of attorney and other instruments). Employee Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended, and that the Company or such Company Affiliate shall own the entire copyright in such Work Productall rights therein. To the extent that any such copyrightable Work Product work is not deemed a “work made for hire, Employee ,” Executive hereby assigns and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee to assign to the Company or such Company Affiliate all right, title and interest, including a copyright, in and to such copyrightable work. The foregoing provisions of this Section 6 shall not apply to any invention that Executive developed entirely on Executive’s own time without using the Company has no rights in any Work Product that Employee developed for which no Company’s equipment, supplies, facility, facilities or trade secret information of the Company was used and which was developed entirely on Employee’s own timeinformation, unless: (a) such Work Product relates except for those inventions that (i) relate to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research or development, or (bii) the Work Product results result from any work performed by Employee Executive for the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are or were owned by Employee or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to Employee’s employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such Developments.

Intellectual Property, Inventions and Patents. Employee The Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, firmware, logos, trade secrets all other proprietary information and all similar or related information (whether or not patentable) which relate to the Employer Group members’ actual or anticipated business, copyrightable research and development or subject to trade secret protection) (“Developments”) existing or future products or services and which are conceived, developed, reduced to practice developed or made by Employee either solely the Executive (whether above or jointly with others others) while employed by the Company or any Employer Group and for a period of its affiliates on six (6) months after the termination of the Executive’s employment with the Employer Group, whether before or after the date hereof of this Agreement (“Work Product”) ), belong to the CompanyEmployer Group. Employee acknowledges that, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign the same to the Company. Employee The Executive shall promptly disclose such Work Product to the Board Company, the Bank or an affiliate and, at the Company’s expense, perform all actions reasonably requested by the Board Company (whether during or after the Employment Periodterm of the Executive’s employment with the Employer Group) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee acknowledges that all Any copyrightable work falling within the definition of Work Product shall be deemed to constitute a “works work made for hire” under the U.S. Copyright Act of 1976, as amendedapplicable copyright laws to the maximum extent permitted under applicable copyright law, and that ownership of all rights therein shall vest in the Company shall own the entire copyright in such Work ProductEmployer Group. To the extent that any copyrightable Work Product is cannot be deemed to be a “work made for hire” under applicable copyright law, Employee the Executive hereby assigns and agrees to assign the same to the Company. Employee understandsEmployer Group all right, howevertitle and interest, including without limitation, the intellectual property rights that this Agreement does not obligate Employee the Executive may have in and to assign to the Company and the Company has no rights in any Work Product that Employee developed for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless: (a) such Work Product relates (i) to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the Work Product results from any work performed by Employee for the CompanyProduct. Employee The Executive has identified and listed on Schedule Exhibit A to this Agreement attached hereto all Developments items of intellectual property that are or were owned by Employee the Executive or were conceivedwritten, developeddiscovered, made, conceived or first reduced to practice or made by Employee the Executive alone or jointly with another person prior to Employeethe Executive’s employment with under this Agreement and that relates to the CompanyEmployer Group members’ business or actual or demonstrably anticipated research and development of the Employer Group. If no such Developments are intellectual property is listed, Employee the Executive represents and warrants to the Employer Group that Employee the Executive does not now nor has Employee the Executive ever owned, nor has Employee madethe Executive developed, any such Developmentsintellectual property.

Intellectual Property, Inventions and Patents. Employee Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, firmware, logos, trade secrets all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Subsidiaries’ actual or anticipated business, copyrightable research and development or subject to trade secret protection) (“Developments”) existing or future products or services and which are conceived, developed, reduced to practice developed or made by Employee either solely Executive (whether alone or jointly with others others) while employed by the Company or any of and its affiliates on Subsidiaries, whether before or after the date hereof of this Agreement (“Work Product”) ), belong to the CompanyCompany or such Subsidiary. Employee acknowledges that, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign the same to the Company. Employee Executive shall promptly disclose such all patentable inventions and other material Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended. In accordance with Title 19, Section 805 of the Delaware Code, Executive is hereby advised that this paragraph 6 regarding the Company’s and that the Company shall own the entire copyright in such Work Product. To the extent any copyrightable its Subsidiaries’ ownership of Work Product is not deemed a work made for hire, Employee hereby assigns and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee apply to assign to the Company and the Company has no rights in any Work Product that Employee developed invention for which no equipment, supplies, facility, facilities or trade secret information of the Company or any Subsidiary was used and which was developed entirely on EmployeeExecutive’s own time, unless: (a) such Work Product relates unless (i) the invention relates to the business of the Company or any Subsidiary or to the Company’s business or (ii) to the Company’s any Subsidiaries’ actual or demonstrably anticipated research or development, development or (bii) the Work Product invention results from any work performed by Employee Executive for the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are Company or were owned by Employee or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to Employee’s employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such DevelopmentsSubsidiary.

Intellectual Property, Inventions and Patents. Employee Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, firmware, logos, trade secrets all other proprietary information and all similar or related information (whether or not patentable, copyrightable or subject to trade secret protection) (“Developments”) which relate to the Company’s or any of its Subsidiaries’ or affiliates’ actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice or made by Employee either solely Executive (whether alone or jointly with others others) while employed by the Company or and any of its affiliates on predecessors, whether before or after the date hereof of this Agreement (“Work Product”) ), belong to the Company. Employee acknowledges that, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign the same to the Company. Employee Executive shall promptly disclose such Work Product to the Chairman of the Board and, at the Company’s expense, perform all actions reasonably requested by the Chairman of the Board of the Company (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, including assignments, consents, powers of attorney and other instruments). Employee Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended, and that the Company or such Company Affiliate shall own the entire copyright in such Work Productall rights therein. To the extent that any such copyrightable Work Product work is not deemed a “work made for hire, Employee ,” Executive hereby assigns and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee to assign to the Company or such Company Affiliate all right, title and interest, including a copyright, in and to such copyrightable work. The foregoing provisions of this Section 6 shall not apply to any invention that Executive developed entirely on Executive’s own time without using the Company has no rights in any Work Product that Employee developed for which no Company’s equipment, supplies, facility, facilities or trade secret information of the Company was used and which was developed entirely on Employee’s own timeinformation, unless: (a) such Work Product relates except for those inventions that (i) relate to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research or development, or (bii) the Work Product results result from any work performed by Employee Executive for the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are or were owned by Employee or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to Employee’s employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such Developments.

Intellectual Property, Inventions and Patents. Employee (a) Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, firmware, logos, trade secrets all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Subsidiaries’ actual or anticipated business, copyrightable research and development or subject to trade secret protection) (“Developments”) existing or future products or services and which are conceived, developed, reduced to practice developed or made by Employee either solely Executive (whether alone or jointly with others others) while employed by the Company or any of and its affiliates on Subsidiaries and Affiliates, whether before or after the date hereof of this Agreement (“Work Product”) ), belong to the CompanyCompany or such Subsidiary or Affiliate. Employee acknowledges that, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign the same to the Company. Employee Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended, . (b) Executive is hereby advised that this Paragraph 6 regarding the Company’s and that the Company shall own the entire copyright in such Work Product. To the extent any copyrightable its Subsidiaries’ and Affiliates’ ownership of Work Product is not deemed a work made for hire, Employee hereby assigns and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee apply to assign to the Company and the Company has no rights in any Work Product that Employee developed invention for which no equipment, supplies, facility, facilities or trade secret information of the Company or any Subsidiary or Affiliate was used and which was developed entirely on EmployeeExecutive’s own time, unless: (a) such Work Product relates unless (i) the invention relates to the business of the Company or any Subsidiary or Affiliate or to the Company’s business or (ii) to the Company’s any Subsidiaries’ or Affiliates’ actual or demonstrably anticipated research or development, development or (bii) the Work Product invention results from any work performed by Employee Executive for the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are Company or were owned by Employee any Subsidiary or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to Employee’s employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such DevelopmentsAffiliate.

Intellectual Property, Inventions and Patents. Employee Participant acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, firmware, logos, trade secrets all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Subsidiaries’ actual or anticipated business, copyrightable research and development or subject to trade secret protection) (“Developments”) existing or future products or services and which are conceived, developed, reduced to practice developed or made by Employee either solely Participant (whether alone or jointly with others others) while employed by the Company or any of and its affiliates on Subsidiaries, whether before or after the date hereof of this Agreement (collectively, “Work Product”) ), belong to the CompanyCompany or such Subsidiary. Employee acknowledges that, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign the same to the Company. Employee Participant shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment PeriodParticipant’s employment period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee Participant acknowledges that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended. In accordance with the Illinois Employee Patent Act, Participant is hereby advised that this Section 6 regarding the Company’s and that the Company shall own the entire copyright in such Work Product. To the extent any copyrightable its Subsidiaries’ ownership of Work Product is not deemed a work made for hire, Employee hereby assigns and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee apply to assign to the Company and the Company has no rights in any Work Product that Employee developed invention for which no equipment, supplies, facility, facilities or trade secret information of the Company or any of its Subsidiaries was used and which was developed entirely on EmployeeParticipant’s own time, unless: (a) such Work Product relates unless (i) the invention relates to the Company’s business of the Company or (ii) any of its Subsidiaries or to the Company’s actual or demonstrably anticipated research or development, development of the Company or any of its Subsidiaries or (bii) the Work Product invention results from any work performed by Employee Participant for the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are Company or were owned by Employee or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to Employee’s employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such Developmentsof its Subsidiaries.

Intellectual Property, Inventions and Patents. Employee (a) Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable works, firmwaremask works and moral rights (in each case, logoswhether or not including any Confidential Information) and all registrations or applications related thereto, trade secrets all other proprietary information and all similar or related information (whether or not patentablepatentable or trademarkable) which (i)(A) are developed using the equipment, copyrightable supplies, facilities or subject trade secrets of the Company or its Subsidiaries, or (B) relate to trade secret protectionthe Company’s or its Subsidiaries’ actual or demonstrably anticipated business, research and development or existing or future products or services, or (C) result from work performed by Executive for the Company or its Subsidiaries, and (“Developments”ii) which are conceived, developed, reduced to practice developed or made by Employee either Executive (whether solely or jointly with others others) while employed by or as a result of Executive’s employment with the Company or any of and/or its affiliates on Subsidiaries, whether before or after the date hereof of this Agreement (“Work Product”) ), belong to the CompanyCompany or such Subsidiary. Employee acknowledges that, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign the same to the Company. Employee Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish establish, confirm and confirm perfect such ownership in the Company or its Subsidiaries, as applicable (including, without limitation, assignments, consents, powers of attorney attorney, waivers of rights, including moral rights, and other instruments). Employee Executive acknowledges that all copyrightable original works of authorship protected by copyright included in the Work Product shall be deemed to constitute are “works made for hire” under as defined in the U.S. United States Copyright Act of 1976Act, as amended17 U.S.C. §101. (b) As further consideration for the Company’s entering into this Agreement, and that the Company shall own the entire copyright in such Work Product. To the extent any copyrightable Work Product is not deemed a work made for hire, Employee Executive hereby assigns and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee to assign to the Company all right, title and interest Executive owns or at any time may have to the Company has no rights in any Work Product that Employee developed for (whether during the Employment Period or after the termination of the Employment Period), and to any and all other Work Product in which no equipmentExecutive may have any right, supplies, facilitytitle, or trade secret information interest or which was at any time used in the business of the Company was used and which was developed entirely on Employee’s own its Subsidiaries or its affiliates. At any time, unless: (a) such Work Product relates (i) whether during the Employment Period or after the termination of the Employment Period, upon reasonable request of the Company, Executive shall fully cooperate with and assist the Company to protect the Company’s business or (ii) right to and interest in the Work Product in any and all countries of the world, and, upon reasonable request of the Company, shall execute all documents and instruments and do all things that may be required in connection therewith. If Executive is involuntarily terminated, Executive’s subsequent cooperation with the Company will be coordinated, at the Company’s actual or demonstrably anticipated research or developmentexpense, or (b) the Work Product results from any work performed by Employee for the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are or were owned by Employee or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to EmployeeExecutive’s then employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such Developmentscommitments.

Intellectual Property, Inventions and Patents. Employee Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, novel apparatuses, processes, production methods, information, compositions of matter, software, firmware, designs, analyses, drawings, reports, ideas, software, firmware, logos, trade secrets secrets, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentablepatentable or registrable under copyright, copyrightable trademark or similar statutes, subject to trade secret protection, or any other analogous protection) (“Developments”) which relate to the Company's or any of its Subsidiaries' actual or demonstrably anticipated business, research and development or existing or demonstrably anticipated future products or services and which are conceived, developed, reduced to practice developed or made by Employee either solely Executive (whether alone or jointly with others others) while employed by the Company or any of its affiliates on immediate predecessor and its Subsidiaries, whether before or after the date hereof of this Agreement (“"Work Product”) "), belong to the Company. Employee acknowledges thatCompany or such Subsidiary, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and Executive hereby assigns and agrees to assign the same to the CompanyCompany the same. Employee Except to the extent that any such items developed prior to the date hereof did not relate to the Business (as defined below), such items shall not be Work Product. Executive shall promptly disclose any such Work Product to the Board and, at the Company’s 's expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “"works made for hire” " under the U.S. Copyright Act of 1976, as amended, and that the Company shall own the entire copyright in such Work Product. To the extent that any copyrightable Work Product is not deemed or any part thereof may not, by operation of law, be a work made for hire, Employee Executive hereby assigns to Company all right, title and agrees interest in and to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee to assign to the Company and the Company has no rights in any Work Product that Employee developed for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless: (a) such Work Product relates (i) to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the Work Product results from and any work performed by Employee for the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are or were owned by Employee or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to Employee’s employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such Developmentsparts thereof.

Intellectual Property, Inventions and Patents. Employee Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, firmware, logos, trade secrets all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company Group’s actual or anticipated business, copyrightable research and development or subject to trade secret protection) (“Developments”) existing or future products or services and which are conceived, developed, reduced to practice developed or made by Employee either solely Executive (whether alone or jointly with others others) while employed by the Company or any of its affiliates on predecessor and its subsidiaries, whether before or after the date hereof of this Agreement (collectively referred to as “Work Product”) belong to ), are the Company. Employee acknowledges that, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign or such other member of the same to the CompanyCompany Group. Employee Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, executing and delivering assignments, consents, powers of attorney and other instruments). Employee Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended. In accordance with the Illinois Employee Patent Act, and Executive is hereby advised that this Section 6 regarding the Company shall own the entire copyright in such Work Product. To the extent any copyrightable Group’s ownership of Work Product is not deemed a work made for hire, Employee hereby assigns and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee apply to assign to the Company and the Company has no rights in any Work Product that Employee developed invention for which no equipment, supplies, facility, facilities or trade secret information of the Company Group was used and which was developed entirely on EmployeeExecutive’s own time, unless: (a) such Work Product relates unless (i) the invention relates to the Company’s business of the Company Group or (ii) to any member of the CompanyCompany Group’s actual or demonstrably anticipated research or development, development or (bii) the Work Product invention results from any work performed by Employee Executive for a member of the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are or were owned by Employee or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to Employee’s employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such DevelopmentsCompany Group.

Intellectual Property, Inventions and Patents. Employee (a) Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable works, firmwaremask works and moral rights (in each case, logoswhether or not including any Confidential Information) and all registrations or applications related thereto, trade secrets all other proprietary information and all similar or related information (whether or not patentablepatentable or trademarkable) which (i)(A) are developed using the equipment, copyrightable supplies, facilities or subject trade secrets of the Company or its Subsidiaries, or (B) relate to trade secret protectionthe Company’s or its Subsidiaries’ actual or demonstrably anticipated business, research and development or existing or future products or services, or (C) result from work performed by Executive for the Company or its Subsidiaries, and (“Developments”ii) which are conceived, developed, reduced to practice developed or made by Employee either Executive (whether solely or jointly with others others) while employed by or as a result of Executive’s employment with the Company or any of and/or its affiliates on Subsidiaries, whether before or after the date hereof of this Agreement (“Work Product”) ), belong to the CompanyCompany or such Subsidiary. Employee acknowledges that, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign the same to the Company. Employee Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish establish, confirm and confirm perfect such ownership in the Company or its Subsidiaries, as applicable (including, without limitation, assignments, consents, powers of attorney attorney, waivers of rights, including moral rights, and other instruments). Employee Executive acknowledges that all copyrightable original works of authorship protected by copyright included in the Work Product shall be deemed to constitute are “works made for hire” under as defined in the U.S. United States Copyright Act of 1976Act, as amended17 U.S.C. §101. (b) As further consideration for the Company’s entering into this Agreement, and that the Company shall own the entire copyright in such Work Product. To the extent any copyrightable Work Product is not deemed a work made for hire, Employee Executive hereby assigns and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee to assign to the Company all right, title and interest Executive owns or at any time may have to the Company has no rights in any Work Product that Employee developed for (whether during the Employment Period or after the termination of the Employment Period), and to any and all other Work Product in which no equipmentExecutive may have any right, supplies, facilitytitle, or trade secret information interest or which was at any time used in the business of the Company was used and which was developed entirely on Employee’s own its Subsidiaries or its affiliates. At any time, unless: (a) such Work Product relates (i) whether during the Employment Period or after the termination of the Employment Period, upon reasonable request 8 of the Company, Executive shall fully cooperate with and assist the Company to protect the Company’s business or (iiand its Subsidiaries’) right to and interest in the Work Product in any and all countries of the world, and, upon reasonable request of the Company, shall execute all documents and instruments and do all things that may be required in connection therewith. If Executive is involuntarily terminated, Executive’s subsequent cooperation with the Company will be coordinated, at the Company’s actual or demonstrably anticipated research or developmentexpense, or (b) the Work Product results from any work performed by Employee for the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are or were owned by Employee or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to EmployeeExecutive’s then employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such Developmentscommitments.

Intellectual Property, Inventions and Patents. Employee Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, firmwareall other proprietary information, logos, trade secrets and all similar or related information (whether or not patentable) that relate to the Company’s or any of its Affiliates’ actual or anticipated business, copyrightable research and development, or subject to trade secret protection) (“Developments”) which existing or future products or services and that have been or are conceived, developed, reduced to practice or made by Employee either solely Executive (whether alone or jointly with others others) while employed by the Company or any of and its affiliates on Affiliates, whether before or after the date hereof Effective Date (“Work Product”), shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended) and belong exclusively to the CompanyCompany or such Affiliate. Employee acknowledges thatTo the extent that any such work is deemed not to be a “work made for hire” or that other intellectual property rights are embodied therein, except Executive hereby assigns, and agrees to assign, to the Company all right, title, and interest in and to any such work and all intellectual property rights therein, as set forth belowwell as to all other intellectual property contributed to or conceived or made by Executive at any time during his employment or engagement with the Company and, all Work Product shall be for the sole and exclusive avoidance of doubt, including any intellectual property related to the business of the Company and hereby assigns and agrees contributed or conceived by the Executive at any time prior to assign Executive’s formal employment by the same to the CompanyCompany (in each case, whether alone or jointly with others). Employee Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such title and ownership (including, without limitation, assignments, consents, powers of attorney attorney, and other instruments). Employee Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended, and that the Company shall own the entire copyright in such Work Product. To the extent any copyrightable Work Product he is not deemed a work made for hire, Employee hereby assigns and agrees to assign the same to the Company. Employee understands, however, notified that this Agreement provision does not obligate Employee require Executive to assign to the Company and any invention qualifies fully for exclusion under the Company has no provisions of Section 2870 of the California Labor Code, which provides as follows: Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in any Work Product an invention to his or her employer shall not apply to an invention that Employee the employee developed for which no entirely on his or her own time without using the employer’s equipment, supplies, facilityfacilities, or trade secret information except for those inventions that either: (1) relate at the time of conception or reduction to practice of the Company was used and which was developed entirely on Employee’s own time, unless: (a) such Work Product relates (i) invention to the Companyemployer’s business business, or (ii) to the Company’s actual or demonstrably anticipated research or development, development of the employer; or (b2) the Work Product results result from any work performed by Employee the employee for the Companyemployer. Employee has identified To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under California Labor Code Section 2870(a), the provision is against the public policy of this state and listed on Schedule A to this Agreement all Developments that are or were owned by Employee or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to Employee’s employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such Developmentsis unenforceable.

Intellectual Property, Inventions and Patents. Employee acknowledges (a) You acknowledge that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, methods of doing business, processes, programs, designs, analyses, drawings, reports, ideasdata, software, trade secrets, firmware, logos, trade secrets software, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Affiliates’ actual or anticipated business, copyrightable research and development or subject to trade secret protection) (“Developments”) existing or future products or services and which are conceived, developed, acquired, contributed to, made, or reduced to practice or made by Employee either solely You (whether alone or jointly with others others) while employed by the Company or any of its affiliates on predecessor and their Affiliates, whether before or after the date hereof Effective Date (collectively, “Work Product”) ), belong to the CompanyCompany or such Affiliate. Employee acknowledges that, except as set forth below, all The provisions of this Section 6 will apply to Work Product shall be which is first reduced to practice and developed during the sole and exclusive property Employment Period, whether or not further development or reduction to practice may take place after termination of the Company and hereby assigns and agrees to assign the same to the Company. Employee this Agreement. (b) You shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, providing testimony and executing assignments, consents, powers of attorney and other instruments). Employee acknowledges that all . (c) Any copyrightable work falling within the definition of Work Product shall be deemed to constitute a “works work made for hire” under the U.S. Copyright Act copyright laws of 1976, as amendedthe United States, and that ownership of all rights therein shall vest in the Company shall own the entire copyright in such Work Productor its Affiliate. To the extent that any copyrightable Work Product is not deemed to be a “work made for hire, Employee ,” You hereby assigns assign and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee agree to assign to the Company or such Affiliate all right, title and interest, including without limitation, the intellectual property rights that You may have in and to such Work Product. You agree to execute any documents and take any actions (at the Company’s expense) that may be legally required to effect and confirm such transfer and assignment and waiver. (d) You understand, however, that there is no obligation being imposed on You to assign to the Company has no rights in or any Affiliate, any invention falling within the definition of Work Product that Employee developed for which no equipment, supplies, facility, or trade secret information of the Company or any of its Affiliates (or any of their predecessors) was used and which that was developed entirely on Employee’s Your own time, unless: (ai) such Work Product relates (i) to the Company’s business ’s, or (ii) to the Company’s its Affiliates’ businesses or their actual or demonstrably anticipated research or development, or (bii) the Work Product results from any work performed by Employee You for the Company. Employee has , or its Affiliates under this Agreement. (e) You have identified and listed on Schedule A to this Agreement Exhibit C all Developments Work Product that are is or were was owned by Employee You or were conceivedwas written, developeddiscovered, made, conceived or first reduced to practice or made by Employee You alone or jointly with another person prior to Employee’s Your employment under this Agreement and with the Company’s and its Affiliates’ predecessors. If no such Developments are Work Product is listed, Employee represents You represent to the Company that Employee does You do not now nor has Employee have You ever owned, nor has Employee have You made, any such DevelopmentsWork Product.

Intellectual Property, Inventions and Patents. Employee Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, firmware, logos, trade secrets all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Subsidiaries’ or Affiliates’ actual or anticipated business, copyrightable research and development or subject to trade secret protection) (“Developments”) existing or future products or services and which are conceived, developed, reduced to practice developed or made by Employee either solely Executive (whether alone or jointly with others others) while employed by the Company and its Subsidiaries or any of its affiliates on Affiliates, whether before or after the date hereof of this Agreement (“Work Product”) ), belong to the CompanyCompany or such Subsidiary or Affiliate. Employee acknowledges that, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign the same to the Company. Employee Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, including assignments, consents, powers of attorney and other instruments). Employee Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended. The foregoing provisions of this Section 7 shall in no way impose obligations or restrictions that conflict with California Labor Code Section 2870, and accordingly shall not apply to any invention that the Company shall Executive developed entirely on Executive’s own the entire copyright in such Work Product. To the extent any copyrightable Work Product is not deemed a work made for hire, Employee hereby assigns and agrees to assign the same to time without using the Company. Employee understands, however, that this Agreement does not obligate Employee to assign to the Company and the Company has no rights in ’s or any Work Product that Employee developed for which no of its Subsidiaries’ or Affiliates’ equipment, supplies, facility, facility or trade secret information of the Company was used and which was developed entirely on Employee’s own timeinformation, unless: (a) such Work Product relates except for those inventions that (i) relate at the time of conception or reduction to practice of the invention to the Company’s or any of its Subsidiaries’ or Affiliates’ business or (ii) to the Company’s actual or demonstrably anticipated research or development, development or (bii) the Work Product results result from any work performed by Employee Executive for the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are Company or were owned by Employee any of its Subsidiaries or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to Employee’s employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such DevelopmentsAffiliates.

Intellectual Property, Inventions and Patents. Employee Participant acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, firmware, logos, trade secrets all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Subsidiaries’ actual or anticipated business, copyrightable research and development or subject to trade secret protection) (“Developments”) existing or future products or services and which are conceived, developed, reduced to practice developed or made by Employee either solely Participant (whether alone or jointly with others others) while employed by the Company or any of and its affiliates on Subsidiaries, whether before or after the date hereof of this Agreement (collectively, “Work Product”) ), belong to the CompanyCompany or such Subsidiary. Employee acknowledges that, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign the same to the Company. Employee Participant shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment PeriodParticipant’s employment period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee Participant acknowledges that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended. In accordance with the Illinois Employee Patent Act, Participant is hereby advised that this Section 7 regarding the Company’s and that the Company shall own the entire copyright in such Work Product. To the extent any copyrightable its Subsidiaries’ ownership of Work Product is not deemed a work made for hire, Employee hereby assigns and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee apply to assign to the Company and the Company has no rights in any Work Product that Employee developed invention for which no equipment, supplies, facility, facilities or trade secret information of the Company or any of its Subsidiaries was used and which was developed entirely on EmployeeParticipant’s own time, unless: (a) such Work Product relates unless (i) the invention relates to the Company’s business of the Company or (ii) any of its Subsidiaries or to the Company’s actual or demonstrably anticipated research or development, development of the Company or any of its Subsidiaries or (bii) the Work Product invention results from any work performed by Employee Participant for the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are Company or were owned by Employee or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to Employee’s employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such Developmentsof its Subsidiaries.

Intellectual Property, Inventions and Patents. Employee acknowledges (a) You acknowledge that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, methods of doing business, processes, programs, designs, analyses, drawings, reports, ideasdata, software, trade secrets, firmware, logos, trade secrets software, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Affiliates’ actual or anticipated business, copyrightable research and development or subject to trade secret protection) (“Developments”) existing or future products or services and which are conceived, developed, acquired, contributed to, made, or reduced to practice or made by Employee either solely You (whether alone or jointly with others others) while employed by the Company or any of its affiliates on predecessor and their Affiliates, whether before or after the date hereof Effective Date (collectively, “Work Product”) ), belong to the CompanyCompany or such Affiliate. Employee acknowledges that, except as set forth below, all The provisions of this Section 6 will apply to Work Product shall be the sole which is first reduced to practice and exclusive property of the Company and hereby assigns and agrees to assign the same to developed during Your employment with the Company. Employee , whether or not further development or reduction to practice may take place after termination of Your employment with the Company. (b) You shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, providing testimony and executing assignments, consents, powers of attorney and other instruments). Employee acknowledges that all . (c) Any copyrightable work falling within the definition of Work Product shall be deemed to constitute a “works work made for hire” under the U.S. Copyright Act copyright laws of 1976, as amendedthe United States, and that ownership of all rights therein shall vest in the Company shall own the entire copyright in such Work Productor its Affiliate. To the extent that any copyrightable Work Product is not deemed to be a “work made for hire, Employee ,” You hereby assigns assign and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee agree to assign to the Company or such Affiliate all right, title and interest, including without limitation, the intellectual property rights that You may have in and to such Work Product. You agree to execute any documents and take any actions (at the Company’s expense) that may be legally required to effect and confirm such transfer and assignment and waiver. (d) You understand, however, that there is no obligation being imposed on You to assign to the Company has no rights in or any Affiliate, any invention falling within the definition of Work Product that Employee developed for which no equipment, supplies, facility, or trade secret information of the Company or any of its Affiliates (or any of their predecessors) was used and which that was developed entirely on Employee’s Your own time, unless: (ai) such Work Product relates (i) to the Company’s business ’s, or (ii) to the Company’s its Affiliates’ businesses or their actual or demonstrably anticipated research or development, or (bii) the Work Product results from any work performed by Employee You for the Company. Employee has , or its Affiliates under this Agreement. (e) You have identified and listed on Schedule A to this Agreement Exhibit B all Developments Work Product that are is or were was owned by Employee You or were conceivedwas written, developeddiscovered, made, conceived or first reduced to practice or made by Employee You alone or jointly with another person prior to Employee’s Your employment under this Agreement and with the Company’s and its Affiliates’ predecessors. If no such Developments are Work Product is listed, Employee represents You represent to the Company that Employee does You do not now nor has Employee have You ever owned, nor has Employee have You made, any such DevelopmentsWork Product.

Intellectual Property, Inventions and Patents. Employee The Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwareworks of authorship (whether or not including any Confidential Information) and all registrations, firmwareaccreditations or applications related thereto, logos, trade secrets all other proprietary information and all similar or related information (whether or not patentable, copyrightable or subject to trade secret protection) (“Developments”) which that are conceived, developed, reduced to practice developed or made by Employee either solely the Executive (whether alone or jointly with others others) while employed by the Company which relate to the Company’s actual or any of its affiliates anticipated business, research and development or existing or future products or services or which the Executive conceived, developed or made while on Company time or after the date hereof with Company equipment, supplies, facilities, trade secrets or Confidential Information (together “Work Product”) belong to the Company. Employee acknowledges thatCompany and the Executive hereby assigns all his right, except as set forth below, all title and interests in and to Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign the same to the Company. Employee The Executive shall promptly disclose such Work Product to the Board Company and, at the Company’s expense, perform all actions reasonably requested by the Board Company (whether during or after the Employment Periodterm of the Executive’s employment with the Company) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee acknowledges that all copyrightable In the event the Company is unable for any reason, after reasonable effort, to secure the Executive’s signature on any document in connection therewith, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney in fact, which appointment is coupled with an interest, to take such actions as to establish and confirm the Company’s ownership. Any works of authorship falling within the definition of Work Product shall be deemed to constitute a “works work made for hire” under the U.S. Copyright Act of 1976, as amendedapplicable copyright laws to the maximum extent permitted under applicable copyright law, and that ownership of all rights therein shall vest in the Company shall own the entire copyright in such Work ProductCompany. To the extent that any copyrightable Work Product is cannot be deemed to be a “work made for hire” under applicable copyright law, Employee the Executive hereby assigns and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee to assign to the Company all right, title and interest, including without limitation, the Company has no intellectual property rights that the Executive may have in any Work Product that Employee developed for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless: (a) to such Work Product relates (i) to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the Work Product results from any work performed by Employee for the CompanyProduct. Employee The Executive has identified and listed on Schedule Exhibit A to this Agreement attached hereto all Developments items of intellectual property that are or were owned by Employee the Executive or were conceivedwritten, developeddiscovered, made, conceived or first reduced to practice or made by Employee the Executive alone or jointly with another person prior to Employeethe Executive’s employment with under this Agreement and that relates to the Company and/or its business or actual or demonstrably anticipated research and development by the Company. If no such Developments are intellectual property is listed, Employee the Executive represents and warrants to the Company that Employee the Executive does not now nor has Employee the Executive ever owned, nor has Employee madethe Executive developed, any such Developmentsintellectual property.

Intellectual Property, Inventions and Patents. Employee CONSULTANT acknowledges that CONSULTANT’s rights in all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable work and mask work (whether or not including any Proprietary Information) and all registrations or applications related thereto, firmware, logos, trade secrets all other proprietary information and all similar or related information (whether or not patentable, copyrightable or subject to trade secret protection) (“Developments”) which relate to the Company’s actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice or made by Employee either solely CONSULTANT (whether alone or jointly with others others) while employed by under contract with the Company or any of its affiliates on Company, whether before or after the date hereof of this Agreement (“Work Product”) ), belong to the Company. Employee acknowledges that, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign the same to the Company. Employee CONSULTANT shall promptly disclose such Work Product to the Board Chief Executive Officer of the Company and, at the Company’s expense, perform all actions reasonably requested by the Board Chief Executive Officer of the Company (whether during or after the Employment Periodconsultancy) to establish and confirm such ownership (including, without limitation, including assignments, consents, powers of attorney and other instruments). Employee CONSULTANT acknowledges that all copyrightable Work Product shall be deemed to constitute which is capable of being classified as “works made for hire” under the U.S. Copyright Act of 1976, as amended, shall be deemed “works made for hire” and that the Company shall be the author of, and own the entire copyright in such Work Productall rights therein. To the extent that any such copyrightable Work Product work is not deemed a “work made for hire, Employee ,” CONSULTANT hereby assigns and agrees to assign to the same Company all right, title and interest, including a copyright, in and to such copyrightable work. Furthermore, CONSULTANT agrees to sign any written instrument of transfer for any rights relating to the Work Product which may be required to effect or evidence the assignment of rights in the Work Product to the Company. Employee understands, however, The foregoing provisions of this Section 6 shall not apply to any invention that this Agreement does not obligate Employee to assign to CONSULTANT developed entirely on CONSULTANT’s own time without using the Company and the Company has no rights in any Work Product that Employee developed for which no Company’s equipment, supplies, facility, facilities or trade secret information of the Company was used and which was developed entirely on Employee’s own timeinformation, unless: (a) such Work Product relates except for those inventions that (i) relate to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research or development, or (bii) the Work Product results result from any work performed by Employee CONSULTANT for the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are or were owned by Employee or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to Employee’s employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such Developments.

Intellectual Property, Inventions and Patents. Employee (a) Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, firmware, logos, trade secrets all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Subsidiaries’ actual or anticipated business, copyrightable research and development or subject to trade secret protection) (“Developments”) existing or future products or services and which are conceived, developed, reduced to practice developed or made by Employee either solely Executive (whether alone or jointly with others others) while employed by the Company or any of and its affiliates on Subsidiaries and Affiliates, whether before or after the date hereof of this Agreement (“Work Product”) ), belong to the CompanyCompany or such Subsidiary or Affiliate. Employee acknowledges that, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign the same to the Company. Employee Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended, . (b) Executive is hereby advised that this Paragraph 5 regarding the Company’s and that the Company shall own the entire copyright in such Work Product. To the extent any copyrightable its Subsidiaries’ and Affiliates’ ownership of Work Product is not deemed a work made for hire, Employee hereby assigns and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee apply to assign to the Company and the Company has no rights in any Work Product that Employee developed invention for which no equipment, supplies, facility, facilities or trade secret information of the Company or any Subsidiary or Affiliate was used and which was developed entirely on EmployeeExecutive’s own time, unless: (a) such Work Product relates unless (i) the invention relates to the business of the Company or any Subsidiary or Affiliate or to the Company’s business or (ii) to the Company’s any Subsidiaries’ or Affiliates’ actual or demonstrably anticipated research or development, development or (bii) the Work Product invention results from any work performed by Employee Executive for the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are Company or were owned by Employee any Subsidiary or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to Employee’s employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such DevelopmentsAffiliate.

Intellectual Property, Inventions and Patents. Employee Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, firmware, logos, trade secrets all other proprietary information and all similar or related information (whether or not patentable) which relate to Xxxxxxx’x or any of its Subsidiaries’ actual or anticipated business, copyrightable research and development or subject to trade secret protection) (“Developments”) existing or future products or services and which are conceived, developed, reduced to practice developed or made by Employee either solely Executive (whether alone or jointly with others others) while employed by the Company or any of and its affiliates on Subsidiaries, whether before or after the date hereof Effective Date (“Work Product”) ), belong to the CompanyCompany or such Subsidiary. Employee acknowledges thatExecutive hereby assigns to the Company all rights, except as set forth belowtitle and interest throughout the world in the Work Product. Executive further waives all moral rights in the Work Product, all including, without limitation, the right to the integrity of the Work Product, the right to be associated with the Work Product shall be in any way, the sole and exclusive property right to restrain or claim damages for any distortion, mutilation or other modification of the Company Work Product, and hereby assigns the right to restrain the use or reproduction of the Work Product in any context and agrees to assign in connection with any product, service, cause or institution, effective at the same to time the Companyparticular Work Product is created. Employee Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended, and that the Company shall own the entire copyright in such Work Product. To the extent any copyrightable Work Product is not deemed a work made for hire, Employee hereby assigns and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee to assign to the Company and the Company has no rights in any Work Product that Employee developed for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless: (a) such Work Product relates (i) to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the Work Product results from any work performed by Employee for the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are or were owned by Employee or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to Employee’s employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such Developments.

Intellectual Property, Inventions and Patents. Employee acknowledges (a) You acknowledge that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, methods of doing business, processes, programs, designs, analyses, drawings, reports, ideasdata, software, trade secrets, firmware, logos, trade secrets software, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Affiliates’ actual or anticipated business, copyrightable research and development or subject to trade secret protection) (“Developments”) existing or future products or services and which are conceived, developed, acquired, contributed to, made, or reduced to practice or made by Employee either solely You (whether alone or jointly with others others) while employed by the Company or any of its affiliates on predecessor and their Affiliates, whether before or after the date hereof Effective Date (collectively, “Work Product”) ), belong to the CompanyCompany or such Affiliate. Employee acknowledges that, except as set forth below, all The provisions of this Section 6 will apply to Work Product shall be which is first reduced to practice and developed during the sole and exclusive property Employment Period, whether or not further development or reduction to practice may take place after termination of the Company and hereby assigns and agrees to assign the same to the Company. Employee this Agreement. (b) You shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, providing testimony and executing assignments, consents, powers of attorney and other instruments). Employee acknowledges that all . (c) Any copyrightable work falling within the definition of Work Product shall be deemed to constitute a “works work made for hire” under the U.S. Copyright Act copyright laws of 1976, as amendedthe United States, and that ownership of all rights therein shall vest in the Company shall own the entire copyright in such Work Productor its Affiliate. To the extent that any copyrightable Work Product is not deemed to be a “work made for hire, Employee ,” You hereby assigns assign and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee agree to assign to the Company or such Affiliate all right, title and interest, including without limitation, the intellectual property rights that You may have in and to such Work Product. You agree to execute any documents and take any actions (at the Company’s expense) that may be legally required to effect and confirm such transfer and assignment and waiver. (d) You understand, however, that there is no obligation being imposed on You to assign to the Company has no rights in or any Affiliate, any invention falling within the definition of Work Product that Employee developed for which no equipment, supplies, facility, or trade secret information of the Company or any of its Affiliates (or any of their predecessors) was used and which that was developed entirely on Employee’s Your own time, unless: (ai) such Work Product relates (i) to the Company’s business ’s, or (ii) to the Company’s its Affiliates’ businesses or their actual or demonstrably anticipated research or development, or (bii) the Work Product results from any work performed by Employee You for the Company. Employee has , or its Affiliates under this Agreement. (e) You have identified and listed on Schedule A to this Agreement Exhibit B all Developments Work Product that are is or were was owned by Employee You or were conceivedwas written, developeddiscovered, made, conceived or first reduced to practice or made by Employee You alone or jointly with another person prior to Employee’s Your employment under this Agreement and with the Company’s and its Affiliates’ predecessors. If no such Developments are Work Product is listed, Employee represents You represent to the Company that Employee does You do not now nor has Employee have You ever owned, nor has Employee have You made, any such DevelopmentsWork Product.

Intellectual Property, Inventions and Patents. Employee The Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, firmware, logos, trade secrets all other proprietary information and all similar or related information (whether or not patentable) which relate to the Employer Group Members’ actual or anticipated business, copyrightable research and development or subject to trade secret protection) (“Developments”) existing or future products or services and which are conceived, developed, reduced to practice developed or made by Employee either solely the Executive (whether above or jointly with others others) while employed by the Company or any Employer Group and for a period of its affiliates on six (6) months after the termination of the Executive’s employment with the Employer Group, whether before or after the date hereof of this Agreement (“Work Product”) ), belong to the CompanyEmployer Group. Employee acknowledges that, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign the same to the Company. Employee The Executive shall promptly disclose such Work Product to the Board Company and, at the Company’s expense, perform all actions reasonably requested by the Board Company (whether during or after the Employment Periodterm of the Executive’s employment with the Employer Group) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee acknowledges that all Any copyrightable work falling within the definition of Work Product shall be deemed to constitute a “works work made for hire” under the U.S. Copyright Act of 1976, as amendedapplicable copyright laws to the maximum extent permitted under applicable copyright law, and that ownership of all rights therein shall vest in the Company shall own the entire copyright in such Work ProductEmployer Group. To the extent that any copyrightable Work Product is cannot be deemed to be a “work made for hire” under applicable copyright law, Employee the Executive hereby assigns and agrees to assign the same to the Company. Employee understandsEmployer Group all right, howevertitle and interest, including without limitation, the intellectual property rights that this Agreement does not obligate Employee the Executive may have in and to assign to the Company and the Company has no rights in any Work Product that Employee developed for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless: (a) such Work Product relates (i) to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the Work Product results from any work performed by Employee for the CompanyProduct. Employee The Executive has identified and listed on Schedule A to this Agreement Exhibit C attached hereto all Developments items of intellectual property that are or were owned by Employee the Executive or were conceivedwritten, developeddiscovered, made, conceived or first reduced to practice or made by Employee the Executive alone or jointly with another person prior to Employeethe Executive’s employment with under this Agreement and that relates to the CompanyEmployer Group Members’ business or actual or demonstrably anticipated research and development of the Employer Group. If no such Developments are intellectual property is listed, Employee the Executive represents and warrants to the Employer Group that Employee the Executive does not now nor has Employee the Executive ever owned, nor has Employee madethe Executive developed, any such Developmentsintellectual property.

Intellectual Property, Inventions and Patents. Employee Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, firmware, logos, trade secrets all other proprietary information and all similar or related information (whether or not patentable, copyrightable or subject to trade secret protection) (“Developments”) which relate to the Company’s actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice or made by Employee either solely Executive (whether alone or jointly with others others) while employed by the Company or any of its affiliates on Company, whether before or after the date hereof of this Agreement (“Work Product”) ), belong to the Company. Employee acknowledges that, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign the same to the Company. Employee Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment PeriodTerm of Employment) to establish and confirm such ownership (including, without limitation, including assignments, consents, powers of attorney and other instruments). Employee Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended, and that the Company shall own the entire copyright in such Work Productall rights therein. To the extent that any such copyrightable Work Product work is not deemed a “work made for hire, Employee ,” Executive hereby assigns and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee to assign to the Company all right, title and interest, including a copyright, in and to such copyrightable work. The foregoing provisions of this Section 8 shall not apply to any invention that Executive developed entirely on Executive’s own time without using the Company has no rights in any Work Product that Employee developed for which no Company’s equipment, supplies, facility, facilities or trade secret information of the Company was used and which was developed entirely on Employee’s own timeinformation, unless: (a) such Work Product relates except for those inventions that (i) relate to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research or development, or (bii) the Work Product results result from any work performed by Employee Executive for the Company. Employee has identified and listed on Schedule In addition, this Section 8 does not apply to any invention which qualifies fully for protection from assignment to Company under any specifically applicable state law, regulation, rule or public policy. THIS SECTION 8 DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF SECTION 2870 OF THE LABOR CODE OF THE STATE OF CALIFORNIA, A to COPY OF WHICH IS ATTACHED TO THIS AGREEMENT AS EXHIBIT B. Executive understands that nothing in this Agreement all Developments that are or were owned is intended to expand the scope of protection provided to Executive by Employee or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to Employee’s employment with Sections 2870 through 2872 of the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such DevelopmentsCalifornia Labor Code.

Intellectual Property, Inventions and Patents. Employee acknowledges (a) You acknowledge that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, methods of doing business, processes, programs, designs, analyses, drawings, reports, ideasdata, software, trade secrets, firmware, logos, trade secrets software, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Affiliates’ actual or anticipated business, copyrightable research and development or subject to trade secret protection) (“Developments”) existing or future products or services and which are conceived, developed, acquired, contributed to, made, or reduced to practice or made by Employee either solely You (whether alone or jointly with others others) while employed by the Company or any of its affiliates on Affiliates, whether before or after the date hereof Effective Date (collectively, “Work Product”) ), belong to the CompanyCompany or such Affiliate. Employee acknowledges that, except as set forth below, all The provisions of this Section 6 will apply to Work Product shall be which is first reduced to practice and developed during the sole and exclusive property Employment Period, whether or not further development or reduction to practice may take place after termination of the Company and hereby assigns and agrees to assign the same to the Company. Employee this Agreement. (b) You shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, providing testimony and executing assignments, consents, powers of attorney and other instruments). Employee acknowledges that all . (c) Any copyrightable work falling within the definition of Work Product shall be deemed to constitute a “works work made for hire” under the U.S. Copyright Act copyright laws of 1976, as amendedthe United States, and that ownership of all rights therein shall vest in the Company shall own the entire copyright in such Work Productor its Affiliate. To the extent that any copyrightable Work Product is not deemed to be a “work made for hire, Employee ,” You hereby assigns assign and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee agree to assign to the Company or such Affiliate all right, title and interest, including without limitation, the intellectual property rights that You may have in and to such Work Product. You agree to execute any documents and take any actions (at the Company’s expense) that may be legally required to effect and confirm such transfer and assignment and waiver. (d) You understand, however, that there is no obligation being imposed on You to assign to the Company has no rights in or any Affiliate, any invention falling within the definition of Work Product that Employee developed for which no equipment, supplies, facility, or trade secret information of the Company or any of its Affiliates (or any of their predecessors) was used and which that was developed entirely on Employee’s Your own time, unless: (ai) such Work Product relates (i) to the Company’s business ’s, or (ii) to the Company’s its Affiliates’ businesses or their actual or demonstrably anticipated research or development, or (bii) the Work Product results from any work performed by Employee You for the Company. Employee has , or its Affiliates under this Agreement. (e) You have identified and listed on Schedule A to this Agreement Exhibit B all Developments Work Product that are is or were was owned by Employee You or were conceivedwas written, developeddiscovered, made, conceived or first reduced to practice or made by Employee You alone or jointly with another person prior to Employee’s Your employment with the Companyunder this Agreement. If no such Developments are Work Product is listed, Employee represents You represent to the Company that Employee does You do not now nor has Employee have You ever owned, nor has Employee have You made, any such DevelopmentsWork Product.

Intellectual Property, Inventions and Patents. Employee Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, ideaspatent applications, softwarecopyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, firmware, logos, trade secrets all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company Group's actual or anticipated business, copyrightable research and development or subject to trade secret protection) (“Developments”) existing or future products or services and which are conceived, developed, reduced to practice developed or made by Employee either solely Executive (whether alone or jointly with others others) while employed by the Company or any of its affiliates on predecessor and its subsidiaries, whether before or after the date hereof of this Agreement (“collectively referred to as "Work Product”) belong to "), are the Company. Employee acknowledges that, except as set forth below, all Work Product shall be the sole and exclusive property of the Company and hereby assigns and agrees to assign or such other member of the same to the CompanyCompany Group. Employee Executive shall promptly disclose such Work Product to the Board and, at the Company’s 's expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, executing and delivering assignments, consents, powers of attorney and other instruments). Employee Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “"works made for hire” " under the U.S. Copyright Act of 1976, as amended. In accordance with the Illinois Employee Patent Act, and Executive is hereby advised that this Section 6 regarding the Company shall own the entire copyright in such Work Product. To the extent any copyrightable Group's ownership of Work Product is not deemed a work made for hire, Employee hereby assigns and agrees to assign the same to the Company. Employee understands, however, that this Agreement does not obligate Employee apply to assign to the Company and the Company has no rights in any Work Product that Employee developed invention for which no equipment, supplies, facility, facilities or trade secret information of the Company Group was used and which was developed entirely on Employee’s Executive's own time, unless: (a) such Work Product relates unless (i) the invention relates to the Company’s business of the Company Group or (ii) to any member of the Company’s Company Group's actual or demonstrably anticipated research or development, development or (bii) the Work Product invention results from any work performed by Employee Executive for a member of the Company. Employee has identified and listed on Schedule A to this Agreement all Developments that are or were owned by Employee or were conceived, developed, reduced to practice or made by Employee alone or jointly with another person prior to Employee’s employment with the Company. If no such Developments are listed, Employee represents that Employee does not now nor has Employee ever owned, nor has Employee made, any such DevelopmentsCompany Group.