Common use of Intellectual Property Rights Clause in Contracts

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that I agree to assist the results and proceeds of ExecutiveCompany, or its designee, at the Company’s services for expense, in every way to secure the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee rights of the Company Group in the Developments and any works in progresscopyrights, whether or not patentable or registrable under copyright or similar statutespatents, that were madetrademarks, developedservice marks, conceiveddatabase rights, or reduced to practice or learned by Executivedomain names, either alone or jointly with others (collectivelymask work rights, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyrightmoral rights, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity relating thereto in any manner and all countries, including the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue disclosure to the Company under of all pertinent information and data with respect thereto, the immediately preceding sentenceexecution of all applications, then Executive hereby irrevocably assigns specifications, oaths, assignments, recordations, and agrees all other instruments that the Company shall deem necessary in order to apply for, obtain, maintain, and transfer such rights and in order to assign any and all of Executive’s convey to the Company Group the sole and exclusive right, title, and interest thereto, including any in and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Companysuch Developments, and any intellectual property and other proprietary rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the Assignment Period until the expiration of the last such intellectual property right to expire in any country of the world; provided, however, the Company shall have reimburse me for my reasonable expenses incurred in connection with carrying out the right to use the same in perpetuity throughout the universe in any manner determined by foregoing obligation. If the Company without is unable because of my mental or physical incapacity or unavailability for any further payment other reason to Executive whatsoever. As secure my signature to apply for or to pursue any Invention that Executive is required to assign, Executive shall promptly and fully disclose application for any United States or foreign patents or copyright registrations covering Developments or original works of authorship assigned to the Company all information known to Executive concerning such Invention. (b) Executive agrees thatas above, from time to time, as may be requested by then I hereby irrevocably designate and appoint the Company and at the Company’s sole cost its duly authorized officers and expense, Executive shall do any agents as my agent and all things that the Company may reasonably deem useful or desirable attorney in fact to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any act for and all Proprietary Rights in my behalf and stead to execute and file any such Inventions, including the execution of appropriate copyright and patent applications or assignmentsrecords and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect as if originally executed by me. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally I hereby waive and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims quitclaim to the Company any and all claims, of any nature whatsoever, that Executive I now or may hereafter have for past, present, or future infringement of any Proprietary Rights and all proprietary rights assigned hereunder to the Company.

Intellectual Property Rights. 8.1. Each party shall remain the owner of all IP owned by it before the start of its relationship with the other party independently or created outside the scope of such relationship (a) Executive agrees that “Background IP”). The Buyer shall remain the results and proceeds owner of Executive’s services for IP, whether existing or future, relating to or created in the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee course of the Company Supplier’s performance of its obligations under the Agreement and any works in progress, whether or not patentable or registrable under copyright or similar statutes, as such Supplier shall assign and shall procure that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue third parties assign to the Company under Buyer with full title guarantee, the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest theretoIP rights in the deliverables, including any customisations to the Products/ Services, but excluding the Supplier’s Background IP. Where assignment of title is not legally feasible, Supplier hereby grants and shall procure that all Proprietary Rights third parties grant to Unilever/Buyer, a world-wide, perpetual, irrevocable, non-exclusive, assignable, royalty-free licence (with full right to sublicense) to use, reproduce, exploit, modify, alter or integrate the Products/ Services without restriction. For all copyright work created under this Agreement, Supplier shall complete and maintain a copyright record form containing all necessary information including the author, work, date and place. 8.2. Each Supplier shall permit the use of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developedits and its affiliates' Background IP, to the Companyextent reasonably necessary in order for any UGC and its respective suppliers, copackers and repackers to utilize customized IP owned or licensed by any UGC (“Unilever IP“) under the Company shall have Agreement to make, use, modify, incorporate, develop or supply the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such InventionProducts/ Services. 8.3. The Supplier a) shall supply all Products/ Services that require Unilever IP exclusively for each Buyer and (b) Executive agrees that, from time to time, as may be requested by the Company shall not and at the Company’s sole cost and expense, Executive shall procure that its affiliates do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America not supply such Products/ Services or any components that contain Unilever IP (or any products which embody any Unilever IP) to, or permit them to be provided, distributed or sold, directly or indirectly, to any person other country of any and all Proprietary Rights in any such Inventionsthan a UGC or a third party nominated by a UGC, including the execution of appropriate copyright co-manufacturers, copackers and patent applications repackers ("Third Party"). No Supplier shall sell, market or assignments. To the extent that Executive has distribute any Proprietary Rights in the Inventions that cannot be assigned in the manner described abovelookalikes, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limitcounterfeit, restrict, defective or constitute surplus products containing or embodying any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the CompanyUnilever IP. (c) Executive hereby waives and quitclaims 8.4. The Supplier shall ensure all defective, obsolete or excess materials containing Unilever IP are rendered unsuitable for usage. The Supplier shall provide evidence of compliance with this provision to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the CompanyBuyer when required.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b8(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 8 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) 18 U.S.C. § 1833(b) provides: "An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that—(i) is made—(A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal." Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. (d) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive Employee acknowledges and agrees that the results and proceeds of Executive’s services for the Company (includingall inventions, but not limited to, any trade secrets, products, servicestechnology, processes, know-howinnovations, ideas, improvements, developments, methods, designs, developmentsanalyses, innovationstrademarks, analysesservice marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reportsreports and all similar, techniquesrelated, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other derivative information or works of authorship) resulting from services performed while an employee of the Company and any works in progress, (whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced subject to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”copyright), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and including but not limited to all trade secretpatents, patentcopyrights, copyrightcopyright registrations, trademarks, and other intellectual property rights (collectivelytrademark registrations in and to any of the foregoing, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, along with the right to use practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the same in perpetuity in foregoing, and the right to choose not to do or permit any manner of the aforementioned actions, 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 are conceived, developed or made by Employee while employed by the Company determines in and its sole discretion, without any further payment to Executive whatsoever. If, for any reason, Subsidiaries or any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue their predecessors (collectively, the "Work Product") belong to the Company under or such Subsidiary. All Work Product created by Employee while employed by the immediately preceding sentenceCompany or any of its predecessors will be considered "work made for hire," and as such, then Executive hereby irrevocably assigns and agrees to assign any and the Company is the sole owner of all of Executive’s rightrights, title, and interest interests therein. All other rights to any new Work Product and all rights to any existing Work Product, including but not limited to all of Employee's rights to any copyrights or copyright registrations related thereto, including any are conveyed, assigned and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose transferred to the Company pursuant to this Agreement. Employee will promptly disclose and deliver such Work Product to the Company and, at the Company's expense, perform all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be actions reasonably requested by the Company (whether during or after the Employment Period) to establish, confirm and at the Company’s sole cost and expenseprotect such ownership (including, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventionswithout limitation, including the execution of appropriate assignments, copyright registrations, consents, licenses, powers of attorney and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Companyinstruments). (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (ai) Executive The Optionee agrees that the results and proceeds of Executivethe Optionee’s services for the Company Group (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of for the Company Group and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executivethe Optionee, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company Group) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Optionee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company Group under the immediately preceding sentence, then Executive the Optionee hereby irrevocably assigns and agrees to assign any and all of Executivethe Optionee’s right, title, title and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Subsidiaries or Affiliates without any further payment to Executive the Optionee whatsoever. As to any Invention that Executive the Optionee is required to assign, Executive the Optionee shall promptly and fully disclose to the Company all information known to Executive the Optionee concerning such Invention. The Optionee hereby waives and quitclaims to the Company Group any and all claims, of any nature whatsoever, that the Optionee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company Group. (bii) Executive The Optionee agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive the Optionee shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the CompanyCompany Group’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including including, without limitation, the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive the Optionee has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive the Optionee unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b5(e) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company Group of any Proprietary Rights of ownership to which the Company Group may be entitled by operation of law by virtue of the Optionee’s employment with, or service to, the Company Group. The Optionee further agrees that, from time to time, as may be requested by the Company and at the Company’s being Executive’s employersole cost and expense, the Optionee shall assist the Company Group in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive To this end, the Optionee shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive the Optionee shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. ExecutiveThe Optionee’s obligations under this Section 9 obligation to assist the Company Group with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination Optionee’s Termination of Executive’s employment with the CompanyRelationship. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive The Employee agrees that the results and proceeds of Executivethe Employee’s services for the Company and its affiliates, as applicable, (including, but not limited to, including any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, mask works, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of or consultant to the Company and its affiliates, as applicable, and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, made or conceived or reduced to practice or learned by Executivethe Employee, either alone or jointly with others resulting from services performed while an employee of or consultant to the Company and its affiliates, as applicable, (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of the Company’s affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, mask work and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Employee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of the Company’s affiliates) under the immediately preceding sentence, then Executive the Employee hereby irrevocably assigns and agrees to assign any and all of Executivethe Employee’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of the Company’s affiliates), and the Company or such affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such affiliates without any further payment to Executive the Employee whatsoever. As to any Invention that Executive the Employee is required to assign, Executive the Employee shall promptly and fully disclose to the Company all information known to Executive the Employee concerning such Invention. (b) Executive The Employee has set forth on Exhibit A hereto a complete list of all Inventions that the Employee has, alone or jointly with others, made prior to the commencement of the Employee’s employment or consultancy with the Company and its affiliates, as applicable, that the Employee considers to be the Employee’s property or the property of third parties and that the Employee wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If no such disclosure is attached, the Employee represents and warrants that there are no Prior Inventions. If, while an employee of or consultant to the Company and its affiliates, as applicable, the Employee incorporates a Prior Invention into a Company product or process, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, the Employee agrees that the Employee shall not incorporate, or permit to be incorporated, Prior Inventions in any such Company product or process without the advance written consent of a duly authorized officer of the Company. (c) The Employee agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive the Employee shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive the Employee has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive the Employee unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b9(c) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s or one of its affiliates’ being Executivethe Employee’s employer. Executive The Employee shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, the Employee shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive the Employee shall execute, verify, and deliver assignments of such Proprietary Rights rights to the Company or its designeesdesignee. ExecutiveThe Employee’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executivethe Employee’s employment or consultancy with the Company, provided that the Company shall compensate the Employee at a reasonable rate after such termination for the time actually spent by the Employee at the Company’s request on such assistance. (cd) Executive In the event the Company is unable for any reason, after reasonable effort, to secure the Employee’s signature on any document required in connection with the actions specified in Section 9(c), the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee’s agent and attorney in fact, to act for and in the Employee’s behalf to execute, verify and deliver any such documents and to do all other lawfully permitted acts to further the purposes of Section 9(c) with the same legal force and effect as if executed by the Employee. The Employee hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive the Employee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. (e) While an employee of or consultant to the Company or any of its affiliates, as applicable, the Employee shall promptly disclose to the Company fully and in writing and shall hold in trust for the sole right and benefit of the Company any and all Inventions. In addition, the Employee shall disclose to the Company all patent applications filed by the Employee during the two (2) year period after termination of the Employee’s employment with the Company and its affiliates, as applicable.

Intellectual Property Rights. (a) Executive agrees that I agree to assist the results and proceeds of ExecutiveCompany, or its designee, at the Company’s services for expense, in every way to secure the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee rights of the Company Group in the Developments and any works in progresscopyrights, whether or not patentable or registrable under copyright or similar statutespatents, that were madetrademarks, developedservice marks, conceiveddatabase rights, or reduced to practice or learned by Executivedomain names, either alone or jointly with others (collectivelymask work rights, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyrightmoral rights, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity relating thereto in any manner and all countries, including the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue disclosure to the Company under of all pertinent information and data with respect thereto, the immediately preceding sentenceexecution of all applications, then Executive hereby irrevocably assigns specifications, oaths, assignments, recordations, and agrees all other instruments that the Company shall deem necessary in order to apply for, obtain, maintain, and transfer such rights and in order to assign any and all of Executive’s convey to the Company Group the sole and exclusive right, title, and interest thereto, including any in and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Companysuch Developments, and any intellectual property and other proprietary rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of the Assignment Period until the expiration of the last such intellectual property right to expire in any country of the world; provided, however, the Company shall have reimburse me for my reasonable expenses incurred in connection with carrying out the right to use the same in perpetuity throughout the universe in any manner determined by foregoing obligation. If the Company without is unable because of my mental or physical incapacity or unavailability for any further payment other reason to Executive whatsoever. As secure my signature to apply for or to pursue any Invention that Executive is required to assign, Executive shall promptly and fully disclose application for any United States or foreign patents or copyright registrations covering Developments or original works of authorship assigned to the Company all information known to Executive concerning such Invention. (b) Executive agrees thatGroup as provided above, from time to time, as may be requested by then I hereby irrevocably designate and appoint the Company and at the Company’s sole cost its duly authorized officers and expense, Executive shall do any agents as my agent and all things that the Company may reasonably deem useful or desirable attorney in fact to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any act for and all Proprietary Rights in my behalf and stead to execute and file any such Inventions, including the execution of appropriate copyright and patent applications or assignmentsrecords and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect as if originally executed by me. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally I hereby waive and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights quitclaim to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company Group any and all claims, of any nature whatsoever, that Executive I now or may hereafter have for past, present, or future infringement of any Proprietary Rights and all proprietary rights assigned hereunder to the CompanyCompany Group.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for employment by the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, Track Record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from from, or developed in the course of, services performed by Executive for the Company while an employee of employed by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all reasonable and lawful things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b10(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of Executive’s employment by the Company. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s being Executive’s employersole cost and expense, Executive shall assist the Company in every reasonable, proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 obligation to provide reasonable assistance to the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executive’s employment with the CompanyEmployment Period. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive Participant agrees that the results and proceeds of ExecutiveParticipant’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by ExecutiveParticipant, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive Participant whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive Participant hereby irrevocably assigns and agrees to assign any and all of ExecutiveParticipant’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive Participant whatsoever. As to any Invention that Executive Participant is required to assign, Executive Participant shall promptly and fully disclose to the Company all information known to Executive Participant concerning such Invention. (b) Executive Participant agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive Participant shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive Participant has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive Participant unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b4(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being ExecutiveParticipant’s employer. Executive Participant further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Participant shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Participant shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive Participant shall execute, verify, verify and deliver assignments of such Proprietary Rights to the Company or its designees. ExecutiveParticipant’s obligations under this Section 9 4 shall continue beyond the termination of ExecutiveParticipant’s employment with the Company. (c) Executive Participant hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive Participant now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) The Executive acknowledges and agrees that the results and proceeds of Executive’s services for the Company (includingall inventions, but not limited to, any trade secrets, products, servicestechnology, processes, know-howinnovations, ideas, improvements, developments, methods, designs, developmentsanalyses, innovationstrademarks, analysesservice marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reportsreports and all similar, techniquesrelated, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other derivative information or works of authorship) resulting from services performed while an employee of the Company and any works in progress, (whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced subject to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”copyright), shall be works-made-for-hire including but not limited to all resulting patent applications, issued patents, copyrights, copyright applications and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyrightregistrations, and other intellectual property rights (collectivelytrademark applications and registrations in and to any of the foregoing, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, along with the right to use the same in perpetuity in any manner the Company determines in its sole discretionpractice, without any further payment to Executive whatsoever. Ifemploy, for any reasonexploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Companyforegoing, and the Company shall have the right to use choose not to do or permit any of the same in perpetuity throughout the universe in any manner determined aforementioned actions, which relate to DeVry or Affiliates’ actual or anticipated Business, research and development or existing or future products or services and which are conceived, developed or made by the Company without any Executive while employed by DeVry or an Affiliate (collectively, the "Work Product") belong to DeVry. The Executive further payment to Executive whatsoever. As to any Invention acknowledges and agrees that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning extent relevant, this Agreement constitutes a “work for hire agreement” under the Copyright Act, and that any copyrightable work (“Creation”) constitutes a “work made for hire” under the Copyright Act such Invention. (b) Executive agrees that, from time to time, as may be requested by that DeVry is the Company and at copyright owner of the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignmentsCreation. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue portion of the Company’s being Executive’s employerCreation is held not to be a “work made for hire” under the Copyright Act, the Executive hereby irrevocably assigns to DeVry all right, title and interest in such Creation. All other rights to any new Work Product and all rights to any existing Work Product are also hereby irrevocably conveyed, assigned and transferred to DeVry pursuant to this Agreement. The Executive shall execute, verify, will promptly disclose and deliver such documents Work Product to DeVry and, at DeVry's expense, perform all actions reasonably requested by DeVry (whether during or after the Employment Period) to establish, confirm and perform protect such ownership (including, without limitation, the execution of assignments, copyright registrations, consents, licenses, powers of attorney and other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereofinstruments). In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the All Work Product made within six months after termination of the Executive’s 's employment with DeVry will be presumed to have been conceived during the CompanyExecutive's employment with DeVry, unless the Executive can prove conclusively that it was created after such termination. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (aAll deliverables created by Seller as part of any services performed and all goods provided pursuant to the Order shall be the sole and exclusive property of Koppers. Title to all such deliverables and goods shall pass to Koppers upon delivery. Title to originals and all copies of all plans, blueprints, drawings, specifications, schedules, computation data, bills of material, studies, reports and other items and written media furnished to Koppers by Seller or prepared by or for Seller in relation to the Order shall be and remain vested in Koppers. All goods and deliverables shall be, if appropriate, considered work(s) Executive agrees that the results made by Seller for hire for Koppers as defined by 17 U.S.C. § 101 and proceeds of Executive’s services for the Company (includingall developments, but not limited toinventions, any trade secretsimprovements, productsideas, servicesconcepts, information, materials, processes, data, programs, know-how, discoveries, designs, developmentsartwork, innovationsformulae, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire techniques and the Company shall be deemed the sole owner throughout the universe of any and like, including, without limitation, all trade secretsecrets, patentcopyrights, copyrighttrademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any country (collectively, “Proprietary RightsIntellectual Property”) of whatsoever nature therein, whether arising from or not now or hereafter known, existing, contemplated, recognized, or developed, created in connection with the right Order shall belong exclusively to use the same in perpetuity in any manner the Company determines in Koppers and its sole discretion, without any further payment to Executive whatsoeverdesignees. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled If by operation of law or for any other reason, any Intellectual Property does not constitute a work made for hire or is not owned in its entirety by virtue Koppers automatically upon creation thereof, then Seller agrees to irrevocably assign, transfer and convey, and does hereby irrevocably assign, transfer and convey, to Koppers and its designees the ownership of such Intellectual Property. Furthermore, in light of the Company’s being Executive’s employerexposure of Seller to Koppers’ technology and/or confidential information, Seller shall not, directly or indirectly, reverse engineer, translate, disassemble, decompile or otherwise attempt to recreate any such Koppers technology. Executive shall executeSeller further grants to Koppers a non-exclusive, verifyperpetual, fully-paid and royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company exercise any and all claims, present or future rights in any software or other technology or inventions developed by Seller other than in the course of any nature whatsoever, that Executive now providing goods or may hereafter have for infringement of any Proprietary Rights assigned hereunder services pursuant to the CompanyOrder and all inventions, software or other technology acquired or licensed by Seller that Seller uses in performing the services or incorporates into the goods.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for employment by the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, track record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of employed hereunder by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company Board determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the CompanyCompany (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company Board or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company Board and at the Company’s sole cost and expense, Executive shall do any and all reasonable and lawful things that the Company Board may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b10(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of Executive’s employment by the Company. Executive further agrees that, from time to time, as may be requested by the Board and at the Company’s being Executive’s employersole cost and expense, Executive shall assist the Company in every reasonable, proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 obligation to provide reasonable assistance to the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executive’s employment with the CompanyTerm. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that I agree to assist the results and proceeds of Executive’s services for Company, or its designee, at the Company (includingCompany's expense, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee in every way to secure the rights of the Company Group in the Developments and any works in progresscopyrights, whether or not patentable or registrable under copyright or similar statutespatents, that were madetrademarks, developedservice marks, conceiveddatabase rights, or reduced to practice or learned by Executivedomain names, either alone or jointly with others (collectivelymask work rights, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyrightmoral rights, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity relating thereto in any manner and all countries, including the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue disclosure to the Company under of all pertinent information and data with respect thereto, the immediately preceding sentenceexecution of all applications, then Executive hereby irrevocably assigns specifications, oaths, assignments, recordations, and agrees all other instruments that the Company shall deem necessary in order to apply for, obtain, maintain, and transfer such rights and in order to assign any and all of Executive’s convey to the Company Group the sole and exclusive right, title, and interest thereto, including any in and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Companysuch Developments, and any intellectual property and other proprietary rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of the Assignment Period until the expiration of the last such intellectual property right to expire in any country of the world; provided, however, the Company shall have reimburse me for my reasonable expenses incurred in connection with carrying out the right to use the same in perpetuity throughout the universe in any manner determined by foregoing obligation. If the Company without is unable because of my mental or physical incapacity or unavailability for any further payment other reason to Executive whatsoever. As secure my signature to apply for or to pursue any Invention that Executive is required to assign, Executive shall promptly and fully disclose application for any United States or foreign patents or copyright registrations covering Developments or original works of authorship assigned to the Company all information known to Executive concerning such Invention. (b) Executive agrees thatas above, from time to time, as may be requested by then I hereby irrevocably designate and appoint the Company and at the Company’s sole cost its duly authorized officers and expense, Executive shall do any agents as my agent and all things that the Company may reasonably deem useful or desirable attorney in fact to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any act for and all Proprietary Rights in my behalf and stead to execute and file any such Inventions, including the execution of appropriate copyright and patent applications or assignmentsrecords and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect as if originally executed by me. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally I hereby waive and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims quitclaim to the Company any and all claims, of any nature whatsoever, that Executive I now or may hereafter have for past, present, or future infringement of any Proprietary Rights and all proprietary rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b7(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 7 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that As used in the results and proceeds of Executive’s services for Agreement, the Company (includingterm “Inventions” means all procedures, but not limited tosystems, any trade secretsformulas, productsrecipes, servicesalgorithms, methods, processes, know-howuses, designsapparatuses, developmentscompositions of matter, innovationsdesigns or configurations, analysescomputer programs of any kind, drawingsdiscovered, reportsconceived, techniquesreduced to practice, formulasdeveloped, methodsmade, developmental or experimental workproduced, improvementsor any improvements to them, discoveries, inventions, ideas, source and object codes, programs, writing shall not be limited to the meaning of “invention” under the United States patent laws. Employee agrees to disclose promptly to Company any and other works of authorship) resulting from services performed while an employee of the Company and any works in progressall Inventions, whether or not patentable and whether or registrable under copyright or similar statutesnot reduced to practice, that were madeconceived, developed, conceived, or reduced to practice or learned by ExecutiveEmployee during the Employee’s employment with Company or during a period of one hundred eighty (180) days after the effective date of termination of Employee’s employment with Company for any reason, either alone or jointly with others others, which relate to or result from the actual or anticipated business, work, research, investigations, products, or services of Company, or which result, to any extent, from use of the premises or property of Company (collectively, each a “InventionsCompany Invention”), shall be works-made-for-hire . Employee acknowledges and the agrees that Company shall be deemed is the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectivelyin all such Company Inventions, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with including the right to use use, sell, assign, license, or otherwise transfer or exploit Company Inventions, and the same right to make such changes in perpetuity them and the uses thereof as Company may from time to time determine. Employee agrees to disclose in any manner the Company determines in its sole discretionwriting and to assign, and Employee hereby assigns, to Company, without any further payment to Executive whatsoever. Ifconsideration, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of ExecutiveEmployee’s entire right, title, and interest thereto(throughout the United States and in all foreign countries) free and clear of all liens and encumbrances, including any in and to all Proprietary Rights such Company Inventions, which shall be the sole property of whatsoever nature thereinCompany, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rightspatentable. This Section 9(b9 does not apply to any Inventions: (1) is subject to and shall not be deemed to limitfor which no equipment, restrictsupplies, facility, or constitute any waiver by Confidential Information of Company were used; (2) that were developed entirely on Employee’s own time; and (3) that do not relate at the Company time of any Proprietary Rights of ownership conception or reduction to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights practice to the current business of Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the actual or demonstrably anticipated research or development, or which do not result from any work performed by Employee for Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive acknowledges and agrees that the results and proceeds of Executive’s services for the Company (includingall inventions, but not limited to, any trade secrets, products, servicestechnology, processes, know-howinnovations, ideas, improvements, developments, methods, designs, developmentsanalyses, innovationstrademarks, analysesservice marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reportsreports and all similar, techniquesrelated, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other derivative information or works of authorship) resulting from services performed while an employee of the Company and any works in progress, (whether or not patentable or registrable under subject to copyright), including but not limited to all patents, copyrights, copyright or similar statutesregistrations, that were madetrademarks, developedand trademark registrations in and to any of the foregoing, conceivedalong with the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or reduced create works derivative of any of the foregoing, and the right to practice choose not to do or learned by Executive, either alone or jointly with others permit any of the aforementioned actions (collectively, the “Inventions”), shall be works-made-for-hire which relate at the time of conception or reduction to practice to the Business, research and development or existing or future products or services and which are conceived, developed or made by Executive while employed by the Company shall (collectively, the “Work Product”) belong to the Company. All Work Product created by Executive while employed by the Company will be deemed considered “work made for hire,” and as such, the Company is the sole owner throughout the universe of all rights, title, and interests therein. Executive hereby agrees that all rights to any new Work Product and all trade secretrights to any existing Work Product, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or including but not now or hereafter known, existing, contemplated, recognized, or developed, with the right limited to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest rights to any copyrights or copyright registrations related thereto, including any are hereby conveyed, assigned and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose transferred to the Company pursuant to this Agreement. Executive will promptly disclose and deliver such Work Product to the Company and, at the Company’s expense, perform all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be actions reasonably requested by the Company (whether during or after the Term) to establish, confirm and at the Company’s sole cost and expenseprotect such ownership (including, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventionswithout limitation, including the execution of appropriate assignments, copyright registrations, consents, licenses, powers of attorney and patent applications other instruments). All Work Product made within six (6) months after the applicable Date of Termination will be presumed to have been conceived during Executive's employment with the Company, unless Executive can prove conclusively that it was created solely after such termination. Work Product will not include Inventions developed entirely on Executive’s own time without using any equipment, supplies, facilities, or assignmentstrade secret information of the Company Group; provided, however, Work Product will include, without exception, any Invention that either (i) relates, at the time of conception or reduction to practice of such Invention, to the Business, or actual or demonstrably anticipated research or development of the Company Group or (ii) results from any service or work performed by Executive to or for the benefit of the Company Group. To the extent Executive further acknowledges and agrees that if Executive uses any other Inventions in which Executive has any Proprietary Rights an interest and that are not Work Product (collectively, the “Excluded Inventions”) in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination course of Executive’s employment with for the Company or incorporates any Excluded Inventions in any Work Product, technology, product, or service of the Company. (c) , Executive hereby waives and quitclaims to grants the Company a non-exclusive, royalty-free, perpetual and irrevocable, worldwide right to use and sublicense the use of Excluded Technology for the purpose of developing, marketing, selling and supporting the Work Product and any other Company technology, products and all claimsservices, either directly or through multiple tiers of any nature whatsoeverdistribution, that Executive now but not for the purpose of selling or may hereafter have for infringement of any Proprietary Rights assigned hereunder to marketing Excluded Technology separately from the CompanyWork Product or other Company technology, products or services.

Intellectual Property Rights. (a) Executive agrees that I agree to assist the results and proceeds of ExecutiveCompany, or its designee, at the Company’s services for expense, in all commercially reasonable ways to secure the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee rights of the Company Group in the Developments and any works in progresscopyrights, whether or not patentable or registrable under copyright or similar statutespatents, that were madetrademarks, developedservice marks, conceiveddatabase rights, or reduced to practice or learned by Executivedomain names, either alone or jointly with others (collectivelymask work rights, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyrightmoral rights, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity relating thereto in any manner and all countries, including the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue disclosure to the Company under of all pertinent information and data with respect thereto, the immediately preceding sentenceexecution of all applications, then Executive hereby irrevocably assigns specifications, oaths, assignments, recordations, and agrees all other instruments that the Company shall deem necessary in order to apply for, obtain, maintain, and transfer such rights and in order to assign any and all of Executive’s convey to the Company Group the sole and exclusive right, title, and interest thereto, including any in and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Companysuch Developments, and any intellectual property and other proprietary rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the Assignment Period until the expiration of the last such intellectual property right to expire in any country of the world; provided, however, the Company shall have reimburse me for my reasonable expenses incurred in connection with carrying out the right to use the same in perpetuity throughout the universe in any manner determined by foregoing obligation. If the Company without is unable because of my mental or physical incapacity or unavailability for any further payment other reason to Executive whatsoever. As secure my signature to apply for or to pursue any Invention that Executive is required to assign, Executive shall promptly and fully disclose application for any United States or foreign patents or copyright registrations covering Developments or original works of authorship assigned to the Company all information known to Executive concerning such Invention. (b) Executive agrees thatas above, from time to time, as may be requested by then I hereby irrevocably designate and appoint the Company and at the Company’s sole cost its duly authorized officers and expense, Executive shall do any agents as my agent and all things that the Company may reasonably deem useful or desirable attorney in fact to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any act for and all Proprietary Rights in my behalf and stead to execute and file any such Inventions, including the execution of appropriate copyright and patent applications or assignmentsrecords and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect as if originally executed by me. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally I hereby waive and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims quitclaim to the Company any and all claims, of any nature whatsoever, that Executive I now or may hereafter have for past, present, or future infringement of any Proprietary Rights and all proprietary rights assigned hereunder to the Company.

Intellectual Property Rights. (a) The Executive acknowledges and agrees that the results and proceeds of Executive’s services for the Company (includingall inventions, but not limited to, any trade secrets, products, servicestechnology, processes, know-howinnovations, ideas, improvements, developments, methods, designs, developmentsanalyses, innovationstrademarks, analysesservice marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reportsreports and all similar, techniquesrelated, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other derivative information or works of authorship) resulting from services performed while an employee of the Company and any works in progress, (whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced subject to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”copyright), shall be works-made-for-hire including but not limited to all resulting patent applications, issued patents, copyrights, copyright applications and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyrightregistrations, and other intellectual property rights (collectivelytrademark applications and registrations in and to any of the foregoing, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, along with the right to use the same in perpetuity in any manner the Company determines in its sole discretionpractice, without any further payment to Executive whatsoever. Ifemploy, for any reasonexploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Companyforegoing, and the Company shall have the right to use choose not to do or permit any of the same in perpetuity throughout the universe in any manner determined aforementioned actions, which relate to Adtalem or Affiliates’ actual or anticipated Business, research and development or existing or future products or services and which are conceived, developed or made by the Company without any Executive while employed by Adtalem or an Affiliate (collectively, the "Work Product") belong to Adtalem. The Executive further payment to Executive whatsoever. As to any Invention acknowledges and agrees that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning extent relevant, this Agreement constitutes a “work for hire agreement” under the Copyright Act, and that any copyrightable work (“Creation”) constitutes a “work made for hire” under the Copyright Act such Invention. (b) Executive agrees that, from time to time, as may be requested by that Adtalem is the Company and at copyright owner of the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignmentsCreation. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue portion of the Company’s being Executive’s employerCreation is held not to be a “work made for hire” under the Copyright Act, the Executive hereby irrevocably assigns to Adtalem all right, title and interest in such Creation. All other rights to any new Work Product and all rights to any existing Work Product are also hereby irrevocably conveyed, assigned and transferred to Adtalem pursuant to this Agreement. The Executive shall execute, verify, will promptly disclose and deliver such documents Work Product to Adtalem and, at Adtalem's expense, perform all actions reasonably requested by Adtalem (whether during or after the Employment Period) to establish, confirm and perform protect such ownership (including, without limitation, the execution of assignments, copyright registrations, consents, licenses, powers of attorney and other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereofinstruments). In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the All Work Product made within six months after termination of the Executive’s 's employment with Adtalem will be presumed to have been conceived during the CompanyExecutive's employment with Adtalem, unless the Executive can prove conclusively that it was created after such termination. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that I agree to assist the results and proceeds of ExecutiveCompany, or its designee, at the Company’s services for expense, in every way to secure the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee rights of the Company Group in the Developments and any works in progresscopyrights, whether or not patentable or registrable under copyright or similar statutespatents, that were madetrademarks, developedservice marks, conceiveddatabase rights, or reduced to practice or learned by Executivedomain names, either alone or jointly with others (collectivelymask work rights, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyrightmoral rights, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity relating thereto in any manner and all countries, including the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue disclosure to the Company under of all pertinent information and data with respect thereto, the immediately preceding sentenceexecution of all applications, then Executive hereby irrevocably assigns specifications, oaths, assignments, recordations, and agrees all other instruments that the Company shall deem necessary in order to apply for, obtain, maintain, and transfer such rights and in order to assign any and all of Executive’s convey to the Company Group the sole and exclusive right, title, and interest thereto, including any in and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Companysuch Developments, and any intellectual property and other proprietary rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of the Assignment Period until the expiration of the last such intellectual property right to expire in any country of the world; provided, however, the Company shall have reimburse me for my reasonable expenses incurred in connection with carrying out the right to use the same in perpetuity throughout the universe in any manner determined by foregoing obligation. If the Company without is unable because of my mental or physical incapacity or unavailability for any further payment other reason to Executive whatsoever. As secure my signature to apply for or to pursue any Invention that Executive is required to assign, Executive shall promptly and fully disclose application for any United States or foreign patents or copyright registrations covering Developments or original works of authorship assigned to the Company all information known to Executive concerning such Invention. (b) Executive agrees thatGroup as above, from time to time, as may be requested by then I hereby irrevocably designate and appoint the Company and at the Company’s sole cost its duly authorized officers and expense, Executive shall do any agents as my agent and all things that the Company may reasonably deem useful or desirable attorney in fact to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any act for and all Proprietary Rights in my behalf and stead to execute and file any such Inventions, including the execution of appropriate copyright and patent applications or assignmentsrecords and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect as if originally executed by me. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally I hereby waive and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights quitclaim to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company Group any and all claims, of any nature whatsoever, that Executive I now or may hereafter have for past, present, or future infringement of any Proprietary Rights and all proprietary rights assigned hereunder to the CompanyCompany Group.

Intellectual Property Rights. (ai) Executive The Grantee agrees that the results and proceeds of Executivethe Grantee’s services for the Company Group (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of for the Company Group and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executivethe Grantee, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company Group) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Grantee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company Group under the immediately preceding sentence, then Executive the Grantee hereby irrevocably assigns and agrees to assign any and all of Executivethe Grantee’s right, title, title and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Subsidiaries or Affiliates without any further payment to Executive the Grantee whatsoever. As to any Invention that Executive the Grantee is required to assign, Executive the Grantee shall promptly and fully disclose to the Company all information known to Executive the Grantee concerning such Invention. The Grantee hereby waives and quitclaims to the Company Group any and all claims, of any nature whatsoever, that the Grantee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company Group. (bii) Executive The Grantee agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive the Grantee shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the CompanyCompany Group’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including including, without limitation, the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive the Grantee has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive the Grantee unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b4(e) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company Group of any Proprietary Rights of ownership to which the Company Group may be entitled by operation of law by virtue of the Grantee’s employment with, or service to, the Company Group. The Grantee further agrees that, from time to time, as may be requested by the Company and at the Company’s being Executive’s employersole cost and expense, the Grantee shall assist the Company Group in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive To this end, the Grantee shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive the Grantee shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. ExecutiveThe Grantee’s obligations under this Section 9 obligation to assist the Company Group with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination Grantee’s Termination of Executive’s employment with the CompanyRelationship. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. The Company and its Subsidiaries own or possess valid and enforceable licenses or other rights to use all trademarks, trade names, service marks, patent rights (a) Executive agrees that the results including all patents and proceeds of Executive’s services for the Company patent applications), copyrights, domain names, licenses, approvals, know-how (includingincluding trade secrets and other unpatented and/or unpatentable proprietary or confidential information, but not limited tosystems or procedures), any inventions, trade secrets, productstechnologies, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source proprietary techniques (including processes and object codes, programs, writing substances) and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted and as currently contemplated to be conducted as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, free and clear of whatsoever nature thereinall liens, whether claims and encumbrances, other than as described in the Registration Statement, the Disclosure Package and the Prospectus, except where the failure to own or not now have such rights would not, individually or hereafter knownin the aggregate, existinghave a material adverse effect on such conduct of the business or on the assets, contemplatedliabilities, recognizedfinancial condition, or developed, with the right to use the same in perpetuity in any manner results of operations and prospects of the Company determines in and its sole discretion, without any further payment to Executive whatsoever. If, for any reason, Subsidiaries; and the expected expiration of any of such results Intellectual Property Rights would not result in a Material Adverse Change. Other than as described in the Registration Statement, the Disclosure Package and proceeds shall not legally be a work-made-for-hire and/or the Prospectus: (i) there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developedno third parties who, to the Company’s knowledge, and have any rights in the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention Intellectual Property Rights that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by could preclude the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful its Subsidiaries from conducting their business as currently conducted or desirable as presently contemplated to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights be conducted as described in the Inventions that cannot be assigned in Registration Statement, the manner described aboveDisclosure Package and the Prospectus; (ii) there are no pending or, Executive unconditionally and irrevocably waives to the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue best knowledge of the Company’s being Executive’s employer. Executive shall execute, verifythreatened actions, and deliver such documents and perform such other acts (including appearances as a witness) as suits, proceedings, investigations or claims by others challenging the rights of the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary or any of its Subsidiaries (or if the Intellectual Property Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights are licensed to the Company or any of its designees. Executive’s obligations under this Section 9 shall continue beyond Subsidiaries, the termination of Executive’s employment with the Company. (clicensor thereof) Executive hereby waives and quitclaims in any Intellectual Property owned or licensed to the Company and its Subsidiaries; (iii) neither the Company nor any of its Subsidiaries nor (if the Intellectual Property Rights are licensed to the Company and its Subsidiaries) the licensor thereof has infringed, or received any notice of infringement of or conflict with, any rights of others with respect to the Intellectual Property; and (iv) there is no dispute between any of the Company and its Subsidiaries and any licensor with respect to any Intellectual Property Right. The Company and its Subsidiaries have taken all steps necessary or appropriate to protect, maintain and safeguard the Intellectual Property Rights for which improper or unauthorized disclosure would impair its value or validity and has entered into appropriate and enforceable (i) nondisclosure and confidentiality agreements, (ii) invention assignment and other assignment agreements with all current employees and contractors, and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder past employees and contractors to the Companyextent necessary to so protect, maintain and safeguard the Intellectual Property Rights, and (iii) has made appropriate filings and registrations in connection with the foregoing.

Intellectual Property Rights. (a) Executive agrees that I agree to assist the results and proceeds of ExecutiveCompany, or its designee, at the Company’s services for expense, in every way to secure the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee rights of the Company Group in the Developments and any works in progresscopyrights, whether or not patentable or registrable under copyright or similar statutespatents, that were madetrademarks, developedservice marks, conceiveddatabase rights, or reduced to practice or learned by Executivedomain names, either alone or jointly with others (collectivelymask work rights, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyrightmoral rights, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity relating thereto in any manner and all countries, including the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue disclosure to the Company under of all pertinent information and data with respect thereto, the immediately preceding sentenceexecution of all applications, then Executive hereby irrevocably assigns specifications, oaths, assignments, recordations, and agrees all other instruments that the Company shall deem necessary in order to apply for, obtain, maintain, and transfer such rights and in order to assign any and all of Executive’s convey to the Company Group the sole and exclusive right, title, and interest thereto, including any in and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Companysuch Developments, and any intellectual property and other proprietary rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of the Assignment Period until the expiration of the last such intellectual property right to expire in any country of the world; provided, however, that the Company shall have reimburse me for my reasonable expenses incurred in connection with carrying out the right to use the same in perpetuity throughout the universe in any manner determined by foregoing obligation. If the Company without is unable because of my mental or physical incapacity or unavailability for any further payment other reason to Executive whatsoever. As secure my signature to apply for or to pursue any Invention that Executive is required to assign, Executive shall promptly and fully disclose application for any United States or foreign patents or copyright registrations covering Developments or original works of authorship assigned to the Company all information known to Executive concerning such Invention. (b) Executive agrees thatas above, from time to time, as may be requested by then I hereby irrevocably designate and appoint the Company and at the Company’s sole cost its duly authorized officers and expense, Executive shall do any agents as my agent and all things that the Company may reasonably deem useful or desirable attorney in fact to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any act for and all Proprietary Rights in my behalf and stead to execute and file any such Inventions, including the execution of appropriate copyright and patent applications or assignmentsrecords and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect as if originally executed by me. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally I hereby waive and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims quitclaim to the Company any and all claims, of any nature whatsoever, that Executive I now or may hereafter have for past, present, or future infringement of any Proprietary Rights and all proprietary rights assigned hereunder to the Company.

Intellectual Property Rights. (ai) Executive The Grantee agrees that the results and proceeds of Executivethe Grantee’s services for the Company or its subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executivethe Grantee, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Grantee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive the Grantee hereby irrevocably assigns and agrees to assign any and all of Executivethe Grantee’s right, title, title and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive the Grantee whatsoever. As to any Invention that Executive the Grantee is required to assign, Executive the Grantee shall promptly and fully disclose to the Company all information known to Executive the Grantee concerning such Invention. The Grantee hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that the Grantee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. (bii) Executive The Grantee agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive the Grantee shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including including, without limitation, the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive the Grantee has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive the Grantee unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b7(f) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executivethe Grantee’s employer (or Affiliate of the Grantee’s employer, as applicable). Executive The Grantee further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, the Grantee shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, the Grantee shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive the Grantee shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. ExecutiveThe Grantee’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executivethe Grantee’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees You agree that the results and proceeds of Executive’s your services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executiveyou, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive you whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive you hereby irrevocably assigns assign and agrees agree to assign any and all of Executive’s your right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive you whatsoever. As to any Invention that Executive is you are required to assign, Executive you shall promptly and fully disclose to the Company all information known to Executive you concerning such Invention. (b) Executive agrees You agree that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive you shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has you have any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive you unconditionally and irrevocably waives waive the enforcement of such Proprietary Rights. This Section 9(b4(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s your employer. Executive You further agree that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, you shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. You shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive you shall execute, verify, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s Your obligations under this Section 9 4 shall continue beyond the termination of Executive’s your employment with the Company. (c) Executive You hereby waives waive and quitclaims quitclaim to the Company any and all claims, of any nature whatsoever, that Executive you now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a1) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited toSubject to Section 5.2(4), any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were Development made, developed, conceived, learned or reduced to practice during the course of the Employee’s employment, whether past, present or learned by Executivefuture, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, mask work and other intellectual property rights world-wide therein or otherwise related thereto whether known or otherwise learned, are the property of the Corporation, and all of the Employee’s right, title and interest in and to the same are hereby assigned (collectivelyand shall hereby be assigned when first reduced to practice or first fixed in a tangible medium, “Proprietary Rights”as applicable) of whatsoever nature thereinto the Corporation, whether or not now they are capable of statutory protection and whether or hereafter known, existing, contemplated, recognized, not they are made by the Employee or developed, jointly with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoeverother persons. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and The Employee also agrees to assign any and all of Executivethe Employee’s right, title, title and interest theretoin and to any particular Development to a third party, including but not limited to the United States, solely as directed by the Corporation. “Developments” means all discoveries, know-how, inventions, designs, works of authorship, ideas, methods, uses, business methods, contributions, developments, algorithms, processes, compositions, techniques and any and all Proprietary Rights of whatsoever nature therein, improvements thereof (whether or not now patentable or hereafter knowncopyrightable), existinglegally recognized proprietary rights, contemplatedand any other intellectual property rights (including patents, recognizedcopyrights, or developedmask works, trademarks, topographies, know-how and trade secrets), and all records and copies of records, relating to the Companyforegoing. The Employee also hereby waives all moral rights into any copyright assigned hereunder. During the period of the Employee’s employment and for six (6) months after termination of the Employee’s employment with the Corporation, the Employee will promptly disclose to the Corporation fully and in writing all Developments made, conceived, learned or reduced to practice by the Employee, either alone or jointly with others. In addition, the Employee will promptly disclose to the Corporation all patent applications filed by the Employee or on the Employee’s behalf within one (1) year after termination of employment. The Employee will maintain accurate records of (including in the form of notes, sketches, drawings and in any other form that may be required by the Corporation), which records shall be available to and remain the sole property of the Corporation at all times, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall will promptly and fully disclose and confirm the assignment in writing to the Company all information known Corporation (or to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested a third party designated by the Company and at the Company’s sole cost and expenseCorporation) of, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and such Developments including all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Companyintellectual property rights therein. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that I agree to reasonably assist the results and proceeds of ExecutiveCompany, or its designee, at the Company’s services for expense, in every way to secure the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee rights of the Company in the Developments and any works in progresscopyrights, whether or not patentable or registrable under copyright or similar statutespatents, that were madetrademarks, developedservice marks, conceiveddatabase rights, domain names, mask work rights, moral rights, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity relating thereto in any manner and all countries, including the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue disclosure to the Company under of all pertinent information and data with respect thereto, the immediately preceding sentenceexecution of all applications, then Executive hereby irrevocably assigns and agrees to assign any specifications, oaths, assignments, recordations, and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and other instruments which the Company shall have the right deem reasonably necessary in order to use the same apply for, obtain, maintain and transfer such rights and in perpetuity throughout the universe in any manner determined by the Company without any further payment order to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly assign and fully disclose convey to the Company all information known the sole and exclusive right, title and interest in and to Executive concerning such Invention. (b) Executive agrees thatDevelopments, from time and any intellectual property or other proprietary rights relating thereto. I further agree that my obligation to timeexecute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the Assignment Period until the expiration of the last such intellectual property right to expire in any country of the world; provided, however, the Company shall reimburse me for my reasonable expenses incurred in connection with carrying out the foregoing obligation. If the Company is unable because of my mental or physical incapacity or unavailability for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Developments or original works of authorship assigned to the Company as may be requested by above, then I hereby irrevocably designate and appoint the Company and at the Company’s sole cost its duly authorized officers and expenseagents as my agent and attorney in fact, Executive shall do any to act for and all things that the Company may reasonably deem useful or desirable in my behalf and stead only to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any execute and all Proprietary Rights in file any such Inventions, including the execution of appropriate copyright and patent applications or assignmentsrecords and only to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent or registrations thereon with the same legal force and effect as if originally executed by me. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally I hereby waive and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims quitclaim to the Company any and all claims, of any nature whatsoever, that Executive which I now or may hereafter have for past, present or future infringement of any Proprietary Rights and all proprietary rights assigned hereunder to the CompanyCompany hereunder.

Intellectual Property Rights. (ai) Executive The Participant agrees that the results and proceeds of Executivethe Participant’s services for the Company or its subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental developmental, or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings, and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executivethe Participant, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Participant whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which that do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive the Participant hereby irrevocably assigns and agrees to assign any and all of Executivethe Participant’s right, title, and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive the Participant whatsoever. As to any Invention that Executive the Participant is required to assign, Executive the Participant shall promptly and fully disclose to the Company all information known to Executive the Participant concerning such Invention. The Participant hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that the Participant now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. (bii) Executive The Participant agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive the Participant shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including including, without limitation, the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive the Participant has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive the Participant unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b9(c)(ii) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Participant’s service with the Company. The Participant further agrees that, from time to time, as may be requested by the Company and at the Company’s being Executive’s employersole cost and expense, the Participant shall assist the Company in every proper and lawful way to obtain, and shall from time to time enforce, Proprietary Rights relating to Inventions in any and all countries. Executive To this end, the Participant shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive the Participant shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. ExecutiveThe Participant’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executivethe Participant’s employment or service with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company or its subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, progress for the Company whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others for the Company (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds Inventions shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. Executive hereby confirms that it was always the intention of the parties hereto that the Company own any right, title, and interest throughout the world in and to any such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout Canada, the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (ai) The Executive agrees that the results and proceeds of the Executive’s services for the Company (including, but not limited to, including any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of for the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by the Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to the Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then the Executive hereby irrevocably assigns and agrees to assign any and all of the Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company), and the Company or such Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Affiliates without any further payment to the Executive whatsoever. As to any Invention that the Executive is required to assign, the Executive shall promptly and fully disclose to the Company all information known to the Executive concerning such Invention. The Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that the Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. (bii) The Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, the Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that the Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, the Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b7(c)(ii) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Executive’s engagement with the Company. The Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s being Executive’s employersole cost and expense, the Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, the Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, the Executive shall execute, verify, verify and deliver assignments of such Proprietary Rights to the Company or its designees. The Executive’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of the Executive’s employment engagement with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive The Employee agrees that the results and proceeds of Executivethe Employee’s services for the Company and its affiliates, as applicable, (including, but not limited to, including any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, mask works, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of or consultant to the Company and its affiliates, as applicable, and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, made or conceived or reduced to practice or learned by Executivethe Employee, either alone or jointly with others resulting from services performed while an employee of or consultant to the Company and its affiliates, as applicable, (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of the Company’s affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, mask work and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Employee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of the Company’s affiliates) under the immediately preceding sentence, then Executive the Employee hereby irrevocably assigns and agrees to assign any and all of Executivethe Employee’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of the Company’s affiliates), and the Company or such affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such affiliates without any further payment to Executive the Employee whatsoever. As to any Invention that Executive the Employee is required to assign, Executive the Employee shall promptly and fully disclose to the Company all information known to Executive the Employee concerning such Invention. (b) Executive The Employee has set forth on Exhibit A hereto a complete list of all Inventions that the Employee has, alone or jointly with others, made prior to the commencement of the Employee’s employment or consultancy with the Company and its affiliates, as applicable, that the Employee considers to be the Employee’s property or the property of third parties and that the Employee wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If no such disclosure is attached, the Employee represents and warrants that there are no Prior Inventions. If, while an employee of or consultant to the Company and its affiliates, as applicable, the Employee incorporates a Prior Invention into a Company product or process, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, the Employee agrees that the Employee shall not incorporate, or permit to be incorporated, Prior Inventions in any such Company product or process without the advance written consent of a duly authorized officer of the Company. (c) The Employee agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive the Employee shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive the Employee has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive the Employee unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b9(c) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s or one of its affiliates’ being Executivethe Employee’s employer. Executive The Employee shall reasonably assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, the Employee shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive the Employee shall execute, verify, and deliver assignments of such Proprietary Rights rights to the Company or its designeesdesignee. ExecutiveThe Employee’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executivethe Employee’s employment or consultancy with the Company, provided that the Company shall compensate the Employee at a reasonable rate after such termination for the time actually spent by the Employee at the Company’s request on such assistance. (cd) Executive In the event the Company is unable for any reason, after reasonable effort, to secure the Employee’s signature on any document required in connection with the actions specified in Section 9(c), the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee’s agent and attorney in fact, to act for and in the Employee’s behalf to execute, verify and deliver any such documents and to do all other lawfully permitted acts to further the purposes of Section 9(c) with the same legal force and effect as if executed by the Employee. The Employee hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive the Employee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. (e) While an employee of or consultant to the Company or any of its affiliates, as applicable, the Employee shall promptly disclose to the Company fully and in writing and shall hold in trust for the sole right and benefit of the Company any and all Inventions. In addition, the Employee shall disclose to the Company all patent applications filed by the Employee during the two (2) year period after termination of the Employee’s employment with the Company and its affiliates, as applicable.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b8(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 8 shall continue beyond the termination of Executive’s employment with the CompanyCompany and expiration of the Term. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-work- made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (ai) The Executive agrees that the results and proceeds of the Executive’s services for the Company (including, but not limited to, including any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of for the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by the Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to the Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then the Executive hereby irrevocably assigns and agrees to assign any and all of the Executive’s right, title, title and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Affiliates), and the Company or such Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Affiliates without any further payment to the Executive whatsoever. As to any Invention that the Executive is required to assign, the Executive shall promptly and fully disclose to the Company all information known to the Executive concerning such Invention. The Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that the Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. (bii) The Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, the Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including including, without limitation, the execution of appropriate copyright and and/or patent applications or assignments. To the extent that the Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, the Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b7(c)(ii) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Executive’s employment with, or service to, the Company. The Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s being Executive’s employersole cost and expense, the Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, the Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, the Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. The Executive’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of the Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for employment by the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, Track Record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from from, or developed in the course of, services performed by Executive for the Company while an employee of employed by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all reasonable and lawful things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of Executive’s employment by the Company. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s being Executive’s employersole cost and expense, Executive shall assist the Company in every reasonable, proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 obligation to provide reasonable assistance to the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executive’s employment with the CompanyEmployment Period. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) The Executive acknowledges and agrees that the results and proceeds of Executive’s services for the Company (includingall inventions, but not limited to, any trade secrets, products, servicestechnology, processes, know-howinnovations, ideas, improvements, developments, methods, designs, developmentsanalyses, innovationstrademarks, analysesservice marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reportsreports and all similar, techniquesrelated, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other derivative information or works of authorship) resulting from services performed while an employee of the Company and any works in progress, (whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced subject to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”copyright), shall be works-made-for-hire including but not limited to all resulting patent applications, issued patents, copyrights, copyright applications and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyrightregistrations, and other intellectual property rights (collectivelytrademark applications and registrations in and to any of the foregoing, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, along with the right to use the same in perpetuity in any manner the Company determines in its sole discretionpractice, without any further payment to Executive whatsoever. Ifemploy, for any reasonexploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Companyforegoing, and the Company shall have the right to use choose not to do or permit any of the same in perpetuity throughout the universe in any manner determined aforementioned actions, which relate to Adtalem or Affiliates’ actual or anticipated Business, research and development or existing or future products or services and which are conceived, developed or made by the Company without any Executive while employed by Adtalem or an Affiliate (collectively, the "Work Product") belong to Adtalem. The Executive further payment to Executive whatsoever. As to any Invention acknowledges and agrees that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning extent relevant, this Agreement constitutes a “work for hire agreement” under the Copyright Act, and that any copyrightable work (“Creation”) constitutes a “work made for hire” under the Copyright Act such Invention. (b) Executive agrees that, from time to time, as may be requested by that Adtalem is the Company and at copyright owner of the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignmentsCreation. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue portion of the Company’s being Executive’s employerCreation is held not to be a “work made for hire” under the Copyright Act, the Executive hereby irrevocably assigns to Adtalem all right, title and interest in such Creation. All other rights to any new Work Product and all rights to any existing Work Product are also hereby irrevocably conveyed, assigned and transferred to Adtalem pursuant to this Agreement. The Executive shall execute, verify, will promptly disclose and deliver such documents Work Product to Adtalem and, at Adtalem's expense, perform all actions reasonably requested by Adtalem (whether during or after the Employment Period) to establish, confirm and perform protect such ownership (including, without limitation, the execution of assignments, copyright registrations, consents, licenses, powers of attorney and other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereofinstruments). In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the All Work Product made within six months after termination of the Executive’s 's employment with Adtalem will be presumed to have been conceived during the Company. (c) Executive's employment with Adtalem, unless the Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, can prove conclusively that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.it was created after such termination. ​

Intellectual Property Rights. (ai) Executive The Grantee agrees that the results and proceeds of Executivethe Grantee’s services for the Company or its subsidiaries or Affiliates (including, but not limited towithout limitation, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executivethe Grantee, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Grantee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive the Grantee hereby irrevocably assigns and agrees to assign any and all of Executivethe Grantee’s right, title, title and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive the Grantee whatsoever. As to any Invention that Executive the Grantee is required to assign, Executive the Grantee shall promptly and fully disclose to the Company all information known to Executive the Grantee concerning such Invention. The Grantee hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that the Grantee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. (bii) Executive The Grantee agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive the Grantee shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including including, without limitation, the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive the Grantee has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive the Grantee unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b7(f) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executivethe Grantee’s employer (or Affiliate of the Grantee’s employer, as applicable). Executive The Grantee further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, the Grantee shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, the Grantee shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive the Grantee shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. ExecutiveThe Grantee’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executivethe Grantee’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) The Executive acknowledges and agrees that the results and proceeds of Executive’s services for the Company (includingall inventions, but not limited to, any trade secrets, products, servicestechnology, processes, know-howinnovations, ideas, improvements, developments, methods, designs, developmentsanalyses, innovationstrademarks, analysesservice marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reportsreports and all similar, techniquesrelated, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other derivative information or works of authorship) resulting from services performed while an employee of the Company and any works in progress, (whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced subject to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”copyright), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and including but not limited to all trade secretpatents, patentcopyrights, copyrightcopyright registrations, trademarks, and other intellectual property rights (collectivelytrademark registrations in and to any of the foregoing, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, along with the right to use practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the same in perpetuity in foregoing, and the right to choose not to do or permit any manner of the aforementioned actions, which relate to the Company’s or any of its Affiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive prior to or while employed by the Company determines in its sole discretion(collectively, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue the “Work Product”) belong to the Company under or such Affiliate. All Work Product created by the immediately preceding sentenceExecutive while employed by the Company will be considered “work made for hire,” and as such, then Executive hereby irrevocably assigns and agrees to assign any and the Company is the sole owner of all of Executive’s rightrights, title, and interest interests therein. All other rights to any new Work Product and all rights to any existing Work Product, including but not limited to all of the Executive’s rights to any copyrights or copyright registrations related thereto, including any are conveyed, assigned and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose transferred to the Company pursuant to this Agreement. The Executive will promptly disclose and deliver such Work Product to the Company and, at the Company’s expense, perform all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be actions reasonably requested by the Company (whether during or after the Employment Period) to establish, confirm and at the Company’s sole cost and expenseprotect such ownership (including, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventionswithout limitation, including the execution of appropriate assignments, copyright registrations, consents, licenses, powers of attorney and patent applications or assignmentsother instruments). To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue All Work Product made within six months after expiration of the Company’s being Executive’s employer. Employment Period will be presumed to have been conceived during the Employment Period, unless the Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as can prove conclusively that it was created after the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the CompanyEmployment Period. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees Employee acknowledges and confirms that the results and proceeds of ExecutiveEmployee’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, track record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, and source and object codes, programs, writing ) and other works of authorship) resulting from services performed while an employee of providing services hereunder to the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by ExecutiveEmployee, either alone or jointly with others others, while providing services to the Company (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable, any of its subsidiaries) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner determined by the Company determines in its sole discretionCompany, without any further payment to Executive Employee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries) under the immediately preceding sentence, then Executive Employee hereby irrevocably assigns and agrees to shall assign any and all of ExecutiveEmployee’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the CompanyCompany (or, if applicable, any of its subsidiaries/affiliates), and the Company or such subsidiaries/affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries/affiliates without any further payment to Executive Employee whatsoever. As to any Invention that Executive Employee is required to assign, Executive Employee shall promptly and fully disclose to the Company all information known to Executive Employee concerning such Invention. (b) Executive agrees Employee acknowledges and confirms that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive Employee shall do any and all things that the Company may reasonably deem useful or desirable requested to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive Employee has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive Employee unconditionally and irrevocably waives the enforcement of such Proprietary RightsRights against the Company. This Section 9(b4.6(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Employee providing services to the Company. Employee further acknowledges and confirms that, from time to time, as may be requested by the Company and at the Company’s being Executive’s employersole cost and expense, Employee shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive To this end, Employee shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may be reasonably request requested for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive Employee shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designeesdesignees at the Company’s sole cost and expense. ExecutiveEmployee’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of ExecutiveEmployee’s employment with the Companyemployment. (c) Executive Employee hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive Employee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. It is hereby understood and agreed that as between MOBILE WORKFORCE and You, MOBILE WORKFORCE is the owner of all rights, title and interest, including all “Intellectual Property Rights” (as defined below) related to the Service (including all software elements related thereto) and the Site, and any comments, suggestions, ideas, questions or other information submitted by You through the Site or the Service (collectively the "Submissions"). MOBILE WORKFORCE shall be entitled to use such Submissions for any commercial or other purpose whatsoever without compensation to You or anyone else. You hereby warrant and represent to MOBILE WORKFORCE that no Submissions shall violate or infringe upon any Intellectual Property Right of any third party. For the purposes of this Agreement, "Intellectual Property Rights" shall mean any and all of the following: (a) Executive agrees that rights associated with works of authorship throughout the results universe, including but not limited to copyrights, moral rights, and proceeds of Executive’s services mask-works; (b) trademark and trade name rights and similar rights (including rights to the names Mobile Workforce, workSmart! & Solutions for the Company mobile enterprise); (c) trade secret rights; (d) patents, designs, trade secrets, algorithms and other industrial property rights; (e) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated, including, but not limited toto logos, any trade secrets"rental" rights, productsrights of publicity, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progressrights to remuneration), whether or not patentable or registrable under copyright or similar statutesarising by operation of law, that were madecontract, developed, conceivedlicense, or reduced to practice otherwise; and (f) all registrations, initial applications, renewals, extensions, continuations, divisions or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not reissues hereof now or hereafter knownin force (including any rights in any of the foregoing). Except as expressly provided herein, existingYou do not acquire any rights to the Service or to the Site. You agree that You shall not reverse engineer, contemplateddecompile, recognizeddisassemble, copy, or developedotherwise attempt to discern the source code (i.e., with the right to use human-readable form of any computer programming code) ("Source Code") of the same in perpetuity components of the Service, or create derivative works based thereon. You also agree that You shall not download, republish, reproduce, copy, post, transmit, or in any manner way distribute any material from the Company determines Site unless such activities are in its sole discretiondirect furtherance of Your permitted use of the Service and do not in any way violate this Agreement or any Licensing Documents. You are not permitted to without the prior written consent of MOBILE WORKFORCE, without any further payment to Executive whatsoever. If, which consent may be withheld for any reasonreason within the sole discretion of MOBILE WORKFORCE: (a) rent, lease, assign or transfer all or any part of the Service and/or Your Account Information to any person or entity, other than to Your Affiliate or to a successor in ownership of all or substantially all of Your assets provided such results successor has agreed to assume all of Your obligations under this Agreement and proceeds shall not legally to be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue bound to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all terms of Executive’s right, title, and interest this Agreement as if it were an original party thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. ; (b) Executive agrees thatremove any proprietary notices, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrictlabels, or constitute marks on any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue component of the Company’s being Executive’s employer. Executive shall executeService (or the Service or Site generally), verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use whether in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company machine language or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. Source Code; (c) Executive hereby waives and quitclaims use the Service to provide a service bureau by which the Service can be accessed by third parties or by which information produced pursuant to the Company Service is sold or given to third parties via pay per call or other arrangements; or (d) sublicense, assign, delegate or otherwise transfer any and all claimsrights that You have hereunder whether by contract, statute, business merger or consolidation of any nature whatsoeversort, that Executive now regulation or may hereafter have for infringement court order. Any breach by You of the terms stated in this paragraph shall be voidable at MOBILE WORKFORCE's sole and absolute discretion. Failure by You to comply with these restrictions will result in automatic termination of this Agreement. As used in Section 4 of this Agreement, "Affiliate" means any Proprietary Rights assigned hereunder entity which controls You, is controlled by You, or which You and such entity are under common control by another entity, and which is designated by You in writing to the CompanyMobile Workforce and consented to by Mobile Workforce, such consent not to be unreasonably withheld.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s ’s, services for the Company or its subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, progress for the Company whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others for the Company (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds Inventions shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe Universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. Executive hereby confirms that it was always the intention of the parties hereto that the Company own any right, title, and interest throughout the world in and to any such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout Canada, the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executive’s employment Executive’semployment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that the results SCHEDULE 5.8(A) hereto sets forth all patents and proceeds of Executive’s services patent applications; all trademarks, service marks, logos, trade names (whether registered or unregistered) and applications for the Company registration and registrations therefor; Internet domain names and 1-800 and 1-888 telephone numbers; all copyrights (including, but not limited to, any trade secrets, products, serviceswhether registered or unregistered) and applications for registration and registrations therefor; all inventions, processes, technical information, know-how, designs, developments, innovations, analyses, drawings, reportsspecifications, techniquesdatabase systems and computer software (including source code), formulasused or developed by the Company, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of in which the Company has an interest, and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced all licenses relating to practice or learned by Executive, either alone or jointly with others the foregoing (collectively, “Inventions”the "INTELLECTUAL PROPERTY RIGHTS"), shall be works-made-for-hire and their respective actual or potential use or application. No other patent, trademark, service xxxx, trade name or copyright, or license under any thereof, is necessary to permit the Company shall to be deemed owned by Able or the sole owner throughout Company's business to be conducted as now conducted or as heretofore or proposed to be conducted. The Company owns exclusively and/or has the universe exclusive and unrestricted right to use, free and clear of all Encumbrances, all Intellectual Property Rights, and all renewals therefor and claims for infringement thereof, without infringing upon or otherwise acting adversely to the right or claimed right of any and all trade secretthird party under or with respect to any Intellectual Property Rights. The Company is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, copyrighttrademark, and service xxxx, trade name, copyright or other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developedintangible asset, with respect to the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, of any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under Intellectual Property Rights, in connection with the immediately preceding sentenceownership of its assets, then Executive hereby irrevocably assigns and agrees to assign any and all the conduct of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether its business or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Inventionotherwise. (b) Executive agrees thatThe Company owns exclusively and has exclusive and unrestricted right to use all Trade Secrets required for or incident to the development, from time manufacture, operation, advertisement, promotion, distribution and sale of all products sold and services offered, or proposed to timebe sold or offered, as may be requested by the Company free and at the Company’s sole cost and expenseclear of all Encumbrances, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country including, without limitation, of any former employer of its employees. Trade Secrets shall mean all trade secrets, confidential information, "know-how," inventions, designs, customer lists, processes, computer programs (including source code) and technical data and information (the "TRADE SECRETS"). A list of the headings or titles and, where appropriate, a general, non-confidential description of all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications Trade Secrets used or assignments. To the extent that Executive has any Proprietary Rights developed in the Inventions that cannot be assigned conduct of Company's business is included in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(bSCHEDULE 5.8(B) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Companyhereto. (c) Executive hereby waives The Company has taken reasonable security measures to protect the secrecy, confidentiality and quitclaims value of all of its Trade Secrets. Each of its employees and other Persons who either alone or in concert with others developed, invented, discovered, derived, programmed or designed any of the Trade Secrets, or who has knowledge of or access to information about any of the Trade Secrets, has entered into a written agreement with the Company providing that such Trade Secrets and other information are proprietary to the Company any and all claimsare not to be divulged or misused, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder and transferring to the Company, without any further consideration being given therefor, all of such employees or other persons right, title and interest in and unto such Trade Secrets and other information, and to all Intellectual Property Rights and other rights with respect to such Trade Secrets and information. (d) The Shareholders and the Company have no knowledge, and have not received any communication alleging, that the Company has violated or, by conducting its business as now conducted or proposed to be conducted after the Closing Date, violates or would violate any of the patents, licenses, trademarks, services marks, trade names, copyrights, trade secrets or other proprietary rights of any person or entity. The Shareholders and the Company are not aware of any third party that is infringing upon or violating any of the Company's Intellectual Property Rights, Trade Secrets or other proprietary rights.

Intellectual Property Rights. (a) Executive Employee agrees that the results and proceeds of ExecutiveEmployee’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by ExecutiveEmployee, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive Employee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive Employee hereby irrevocably assigns and agrees to assign any and all of ExecutiveEmployee’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive Employee whatsoever. As to any Invention that Executive Employee is required to assign, Executive Employee shall promptly and fully disclose to the Company all information known to Executive Employee concerning such Invention. (b) Executive Employee agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive Employee shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive Employee has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive Employee unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b8(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being ExecutiveEmployee’s employer. Executive Employee further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Employee shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Employee shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive Employee shall execute, verify, verify and deliver assignments of such Proprietary Rights to the Company or its designees. ExecutiveEmployee’s obligations under this Section 9 8 shall continue beyond the termination of ExecutiveEmployee’s employment with the Company. (c) Executive Employee hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive Employee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive The Employee agrees that the results and proceeds of Executivethe Employee’s services for the Company and its subsidiaries (including, but not limited to, including any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, mask works, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of or consultant to the Company and its subsidiaries and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, made or conceived or reduced to practice or learned by Executivethe Employee, either alone or jointly with others resulting from services performed while an employee of or consultant to the Company and its subsidiaries (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of the Company’s subsidiaries or affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, mask work and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Employee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of the Company’s subsidiaries or affiliates) under the immediately preceding sentence, then Executive the Employee hereby irrevocably assigns and agrees to assign any and all of Executivethe Employee’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of the Company’s subsidiaries or affiliates), and the Company or such subsidiaries or affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or affiliates without any further payment to Executive the Employee whatsoever. As to any Invention that Executive the Employee is required to assign, Executive the Employee shall promptly and fully disclose to the Company all information known to Executive the Employee concerning such Invention. (b) Executive The Employee has set forth on Exhibit B hereto a complete list of all Inventions that the Employee has, alone or jointly with others, made prior to the commencement of the Employee’s employment or consultancy with the Company and its subsidiaries that the Employee considers to be the Employee’s property or the property of third parties and that the Employee wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If no such disclosure is attached, the Employee represents and warrants that there are no Prior Inventions. If, while an employee of or consultant to the Company and its subsidiaries, the Employee incorporates a Prior Invention into a Company product or process, the Company or PGA, as applicable, is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, the Employee agrees that the Employee shall not incorporate, or permit to be incorporated, Prior Inventions in any such Company product or process without the advance written consent of a duly authorized officer of the Company or PGA. (c) The Employee agrees that, from time to time, as may be requested by the Company or PGA and at the Company’s or PGA’s sole cost and expense, Executive the Employee shall do any and all things that the Company or PGA may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive the Employee has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive the Employee unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b9(c) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company or PGA of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s or one of its subsidiaries’ being Executivethe Employee’s employer. Executive The Employee shall assist the Company and PGA in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, the Employee shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company or PGA may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive the Employee shall execute, verify, and deliver assignments of such Proprietary Rights rights to the Company or its designeesdesignee. ExecutiveThe Employee’s obligations under this Section 9 obligation to assist the Company or PGA with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executivethe Employee’s employment or consultancy with the Company and PGA, provided that the Company or PGA shall compensate the Employee at a reasonable rate after such termination for the time actually spent by the Employee at the Company’s or PGA’s request on such assistance. (cd) Executive In the event the Company or PGA is unable for any reason, after reasonable effort, to secure the Employee’s signature on any document required in connection with the actions specified in Section 9(c), the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee’s agent and attorney in fact, to act for and in the Employee’s behalf to execute, verify and deliver any such documents and to do all other lawfully permitted acts to further the purposes of Section 9(c) with the same legal force and effect as if executed by the Employee. The Employee hereby waives and quitclaims to the Company and PGA any and all claims, of any nature whatsoever, that Executive the Employee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. (e) While an employee of or consultant to the Company or any of its subsidiaries, the Employee shall promptly disclose to the Company and PGA fully and in writing and shall hold in trust for the sole right and benefit of the Company any and all Inventions. In addition, the Employee shall disclose to the Company and PGA all patent applications filed by the Employee during the two (2) year period after termination of the Employee’s employment with the Company and PGA.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns assign and agrees agree to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b8(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 8 shall continue beyond the termination of Executive’s employment with the CompanyCompany and expiration of the Term. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) The Executive agrees that all work, materials (tangible and intangible) and products produced, developed, created or completed by the results and proceeds Executive on behalf of Executive’s services for the Company or its subsidiaries during the course of his affiliation with the Company shall be deemed “work made for hire,” as such term is defined under the copyright laws of the United States, and are expressly intended to be wholly owned, and all copyright rights therein to be held, by the Company. To the extent that any such copyrightable works may not, by operation of law, be works for hire, the Executive agrees to and hereby does assign to the Company or its designees ownership of all copyright rights in those works. The Company shall have the right to obtain and hold in its own name copyrights, registrations and similar protection which may be available for those works. The Executive agrees to give the Company or its designees all assistance it may reasonably require to secure or protect those rights. (includingb) The Executive agrees that all discoveries, but not limited todevelopments, any trade secretsideas, productsimprovements, servicesmodifications, innovations, inventions, processes, know-howprograms, designsoperating instructions, developmentsmanuals, innovationsdocumentation, analysesdiscs, drawingstapes, reportswritten materials, systems, techniques, formulashardware, methodssoftware, developmental test procedures or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progressthings, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-that are made-for-hire and , conceived or reduced to practice by the Company shall be deemed Executive, while affiliated with the sole owner throughout the universe of any and all trade secretCompany, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature thereinsolely or with others, whether or not now during business hours or hereafter known, existing, contemplated, recognized, or developed, with on the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of ExecutiveCompany’s right, titlepremises, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, that (i) relate to the Company’s business activities or actual or demonstrably anticipated research or development or a reasonable or contemplated expansion thereof, and the Company shall have the right to use the same in perpetuity throughout the universe in (ii) result from any manner determined work performed by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assignfor the Company, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (biii) Executive agrees that, from time to time, as may be requested by the Company and at are developed on the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful time or desirable to establish or document using the Company’s exclusive ownership throughout equipment, supplies, facilities or trade secret information, or (iv) are based upon or are related to trade secrets and other Confidential Information shall be the United States of America or any other country of any and all Proprietary Rights in any such Inventionsproperty of, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not promptly be deemed to limit, restrict, or constitute any waiver disclosed by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall executeto, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) The Executive hereby waives agrees that, at any time during or after his affiliation with the Company, the Executive shall, without further compensation but at the Company’s sole expense, sign all papers and quitclaims cooperate in all other acts reasonably required to secure or protect the Company Company’s rights in all such property identified in subsections (a) and (b) above, including without limitation executing written assignments therefor and applying for, obtaining and enforcing copyrights or patents thereon in any and all claimscountries. In the event that the Executive is unable or unavailable or shall refuse to sign any lawful or necessary documents required in order for the Company to apply for and obtain any copyright or patent with respect to any work performed by the Executive under this Agreement (including applications or renewals, extensions, divisions or continuations), the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agents and attorneys-in-fact to act for and in his behalf, and in his place and stead, to execute and file any such applications or documents and to do all other lawfully permitted acts to further the prosecution and issuance of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder copyrights and patents with respect to such new developments with the Companysame legal force and effect as if executed by the Executive.

Intellectual Property Rights. (a) Executive agrees Seller warrants that the results services and proceeds goods do not infringe upon or constitute an unauthorized use of Executive’s services for any patent, trade secret, copyright or other intellectual property right, and Seller agrees: (i) to defend, at Sellers expense, all claims, suits, actions or proceedings, in law or equity, against Buyer, its successors, assigns, customers and users of any of the Company goods, of actual or alleged infringement or unauthorized use of any such patent, copyright, trade secret, or (includingii) to pay and discharge any and all judgments, but not limited todecrees, penalties and settlements which may be rendered or reached in any trade secretsand all such claims, productssuits, servicesactions or proceedings against the Buyer, processesits successors, know-howassigns, designscustomers and users. As between Seller and Buyer, developmentsBuyer shall own all rights, innovationstitle, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvementsand interest (without the consent of and without accounting to the Seller) in and to any inventions, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progressand/or know how, whether or not patentable copyrightable or registrable under copyright or similar statutespatentable, that were which are made, developed, conceived, or reduced to practice practice, or learned discovered by ExecutiveSeller, either alone solely or jointly with others others, as a result of performing the Services under this Order or which are based on Buyers Confidential Information (collectively, “Inventions”"). In addition, a copyrightable Invention shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, considered a "work made for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company hire" under the immediately preceding sentence, then Executive hereby irrevocably assigns and United States Copyright Act. Xxxxxx agrees to assign any and to undertake all of Executive’s rightacts reasonably necessary or useful to cause to be assigned to Buyer all rights, title, and interest thereto, including any in and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights Inventions anywhere in the world. If Seller is unavailable for any reason to undertake such acts, Xxxxx may exercise the following power of attorney: Seller hereby appoints Buyer as his agent and attorney-in-fact, with the power to act for and on Sellers behalf, solely to execute such papers and do all other lawful acts reasonably necessary or useful to file, prosecute, maintain, perfect and secure for Buyer the rights to Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (aA) Executive agrees that As used in the results and proceeds of Executive’s services for Agreement, the Company (includingterm “Inventions” means all procedures, but not limited tosystems, any trade secretsformulas, productsrecipes, servicesalgorithms, methods, processes, know-howuses, designsapparatuses, developmentscompositions of matter, innovationsdesigns or configurations, analysescomputer programs of any kind, drawingsdiscovered, reportsconceived, techniquesreduced to practice, formulasdeveloped, methodsmade, developmental or experimental workproduced, improvementsor any improvements to them, discoveries, inventions, ideas, source and object codes, programs, writing and other works shall not be limited to the meaning of authorship) resulting from services performed while an employee of “invention” under the United States patent laws. Executive agrees to disclose promptly to the Company any and any works in progressall Inventions, whether or not patentable and whether or registrable under copyright or similar statutesnot reduced to practice, that were madeconceived, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and Executive during the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to employment with the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond during a period of one hundred eighty (180) days after the effective date of termination of Executive’s employment with the Company for any reason, either alone or jointly with others, which relate to or result from the actual or anticipated business, work, research, investigations, products, or services of the Company. (c) Executive hereby waives and quitclaims , or which result, to any extent, from use of the premises or property of the Company (each a “Company Invention”). Executive acknowledges and agrees that the Company is the sole owner of any and all claimsproperty rights in all such Company Inventions, of any nature whatsoeverincluding the right to use, that sell, assign, license, or otherwise transfer or exploit the Company Inventions, and the right to make such changes in them and the uses thereof as the Company may from time to time determine. Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder agrees to disclose in writing and to assign, and Executive hereby assigns, to the Company, without further consideration, Executive’s entire right, title, and interest (throughout the United States and in all foreign countries) free and clear of all liens and encumbrances, in and to all such Company Inventions, which shall be the sole property of the Company, whether or not patentable. This Section 12 does not apply to any Inventions: (1) for which no equipment, supplies, facility, or Confidential Information of the Company were used; (2) that were developed entirely on Executive’s own time; and (3) that do not relate at the time of conception or reduction to practice to the current business of the Company or its actual or demonstrably anticipated research or development, or which do not result from any work performed by Executive for the Company.

Intellectual Property Rights. (a) The Executive agrees that the results and proceeds of Executive’s services for to disclose to the Company (any and all inventions, improvements, discoveries, techniques, processes, formulae, programs, methods, products and processes, artistic works and the like, and all other intellectual property relating to the business of the Company and any of its affiliates, including, but not limited to, computer programming and/or the development of software or computer applications used by the Company which are invented, discovered, performed, perfected or learned by the Executive either solely or jointly with others during the Employment Term, and same will be the sole and absolute property of the Company or any trade secretsof its affiliates. The Company or any of its affiliates in their sole discretion will determine whether to seek patent, productstrademark, servicescopyright or other intellectual property protection. (b) During the Employment Term and thereafter, processesthe Executive shall execute such documents in connection with domestic and foreign intellectual property applications (including, know-howwithout limitation, designsdivisional, developmentscontinuing, innovationsreissue and extension applications for patent applications) as the Company requests and shall transfer to the Company or any of its affiliates by written assignment all his right, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental worktitle and interest in and to such inventions, improvements, discoveries, inventionstechniques, ideas, source and object codesformulae, programs, writing methods, processes and other intellectual property and any such intellectual property applications and any registrations granted thereon (or patents issued thereon), including extensions, renewals and reissues thereof, and will testify in legal proceedings, sign papers, make all lawful oaths and otherwise reasonably assist the Company and any of its affiliates to perfect, maintain and enforce the same in any jurisdiction. (c) All work performed by the Executive in (i) creating, developing, modifying, enhancing and maintaining computer programs, databases and the like and/or (ii) creating, developing or modifying artistic works and/or other works to which copyright protection may attach during the course of authorship) resulting from services performed while an employee the Executive's employment with the Company shall be considered "works made for hire" to the extent permitted under applicable copyright law and will be considered the sole property of the Company and any its affiliates. To the extent such works in progressare not considered "works made for hire," all right, whether or title and interest to such works, including, but not patentable or registrable under copyright or similar statuteslimited to, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue is hereby assigned to the Company under or any of its affiliates and the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign execute any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be necessary documents requested by the Company and or any of its affiliates at any time in relation to said assignment as deemed reasonably necessary by the Company’s sole cost and expense. (d) After termination of employment, the Executive shall do any and all things that will cooperate with the Company may reasonably deem useful or desirable to establish or document and any of its affiliates in the Company’s exclusive ownership throughout the United States of America or any other country completion of any and all Proprietary Rights in any such Inventionsinvention, including the execution of appropriate copyright and patent applications improvement, discovery, techniques, formulae, program, method or assignments. To the extent process that Executive has any Proprietary Rights in the Inventions that cannot be is assignable or assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights hereunder to the Company or its designeesaffiliates, and in the protection and enforcement of the rights and property of the Company and its affiliates in said inventions, improvements, discoveries, techniques, formulae, programs, methods and processes, applications for patents therefor and patents granted thereon and any other intellectual property (including, without limitation, trademarks and copyrights). Executive’s obligations under The Executive shall be paid reasonable compensation by the Company for the foregoing services, which "reasonable compensation" shall be determined by agreement between the Company and the Executive on a case, by case basis. (e) The Executive acknowledges and agrees that the Company or any of its affiliates is and will be the sole and absolute owner of all trademarks, service marks, domain names, patents, copyrights, trade dress, trade secrets, business names, inventions, proprietary know-how and information of any type, whether or not in writing, and all other intellectual property of the Company or any of its affiliates used in connection with their business. The Executive further acknowledges and agrees that any and all derivative works based on intellectual property subject to this Section 9 11, created during the Employment Term shall continue beyond be exclusively owned by the termination Company or any of Executive’s its affiliates. (f) Nothing in this Agreement shall be construed to grant the Executive any right, title or interest in, or any license (express or implied) to perform, practice, distribute, display or otherwise use any intellectual property owned or used by the Company or any of its affiliates except solely in the course of his employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b8(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, including reasonable compensation to Executive if such services occur after the Term, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 8 shall continue beyond the termination of Executive’s employment with the CompanyCompany and expiration of the Term. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company or its subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, made or conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be reasonably requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall reasonably assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, Executive shall execute, verify, verify and deliver such documents and perform such other reasonable acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executive’s employment with the Company; provided that, the Company shall compensate Executive at a reasonable rate after such termination for the time actually spent by Executive at the Company’s request on such assistance. (c) In the event the Company is unable for any reason, after reasonable effort, defined as five (5) business days after written notice, to secure Executive’s signature on any document required in connection with the actions specified in Section 9(b), Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf to execute, verify and deliver any such documents and to do all other lawfully permitted acts to further the purposes of Section 9(b) with the same legal force and effect as if executed by Executive. Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company or its subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, made or conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be reasonably requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall reasonably assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, Executive shall execute, verify, verify and deliver such documents and perform such other reasonable acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executive’s employment with the Company, provided that the Company shall compensate Executive at a reasonable rate after such termination for the time actually spent by Executive at the Company’s request on such assistance. (c) In the event the Company is unable for any reason, after reasonable effort, to secure Executive’s signature on any document required in connection with the actions specified in Section 9(b), Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf to execute, verify and deliver any such documents and to do all other lawfully permitted acts to further the purposes of Section 9(b) with the same legal force and effect as if executed by Executive. Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (ai) The Executive agrees that the results and proceeds of the Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of for the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by the Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to the Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then the Executive hereby irrevocably assigns and agrees to assign any and all of the Executive’s right, title, title and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Affiliates), and the Company or such Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Affiliates without any further payment to the Executive whatsoever. As to any Invention that the Executive is required to assign, the Executive shall promptly and fully disclose to the Company all information known to the Executive concerning such Invention. The Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that the Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. In accordance with applicable law, this section 7(c) does not apply to any Inventions for which no equipment, supplies, facilities, trade secrets or other Confidential Information of the Company was used and which was developed entirely on the Executive’s own time unless (a) the Invention relates to the Company’s business or the Company’s actual or demonstrably anticipated research or development; or (b) the Invention results from any work performed by the Executive for the Company. (bii) The Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, the Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including including, without limitation, the execution of appropriate copyright and and/or patent applications or assignments. To the extent that the Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, the Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b7(c)(ii) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Executive’s employment with, or service to, the Company. The Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s being Executive’s employersole cost and expense, the Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, the Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, the Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. The Executive’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of the Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company or its subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, progress for the Company whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others for the Company (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, . existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, . any of such results and proceeds Inventions shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. Executive hereby confirms that it was always the intention of the parties hereto that the Company own any right, title, and interest throughout the world in and to any such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout Canada, the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a1) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited toSubject to Section 5.2(4), any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were Development made, developed, conceived, learned or reduced to practice during the course of the Employee’s employment, whether past, present or learned by Executivefuture, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, mask work and other intellectual property rights world-wide therein or otherwise related thereto whether known or otherwise learned, are the property of the Corporation, and all of the Employee’s right, title and interest in and to the same are hereby assigned (collectivelyand shall hereby be assigned when first reduced to practice or first fixed in a tangible medium, “Proprietary Rights”as applicable) of whatsoever nature thereinto the Corporation, whether or not now they are capable of statutory protection and whether or hereafter known, existing, contemplated, recognized, not they are made by the Employee or developed, jointly with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoeverother persons. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and The Employee also agrees to assign any and all of Executivethe Employee’s right, title, title and interest theretoin and to any particular Development to a third party, including the United States, solely as directed by the Corporation. “Developments” means all discoveries, know-how, inventions, designs, works of authorship, ideas, methods, uses, business methods, contributions, developments, algorithms, processes, compositions, techniques and any and all Proprietary Rights of whatsoever nature therein, improvements thereof (whether or not now patentable or hereafter knowncopyrightable), existinglegally recognized proprietary rights, contemplatedand any other intellectual property rights (including patents, recognizedcopyrights, or developedmask works, trademarks, topographies, know-how and trade secrets), and all records and copies of records, relating to the Companyforegoing. The Employee also hereby waives all moral rights into any copyright assigned hereunder. During the period of the Employee’s employment and for six (6) months after termination of the Employee’s employment with the Corporation, the Employee will promptly disclose to the Corporation fully and in writing all Developments made, conceived, learned or reduced to practice by the Employee, either alone or jointly with others. In addition, the Employee will promptly disclose to the Corporation all patent applications filed by the Employee or on the Employee’s behalf within one (1) year after termination of employment. At the time of each such disclosure, the Employee will advise the Corporation in writing of any Developments related thereto that Employee believes to fully qualify for protection under Section 2870; and the Employee will at that time provide to the Corporation in writing all evidence necessary to substantiate that belief. The Corporation will keep in confidence and will not use for any purpose or disclose to third parties without the Employee’s consent any confidential information disclosed in writing to the Corporation pursuant to this Agreement relating to the identified Developments that qualify fully for protection under the provisions of Section 2870, as defined below. The Employee will preserve the confidentiality of any Development that does not fully qualify for protection under Section 2870. The Employee will maintain accurate records of (including in the form of notes, sketches, drawings and in any other form that may be required by the Corporation), which records shall be available to and remain the sole property of the Corporation at all times, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall will promptly and fully disclose and confirm the assignment in writing to the Company all information known Corporation (or to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested a third party designated by the Company and at the Company’s sole cost and expenseCorporation) of, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and such Developments including all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Companyintellectual property rights therein. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive The Employee agrees that the results and proceeds of Executivethe Employee’s services for the Company and its subsidiaries (including, but not limited to, including any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, mask works, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of or consultant to the Company and its subsidiaries and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, made or conceived or reduced to practice or learned by Executivethe Employee, either alone or jointly with others resulting from services performed while an employee of or consultant to the Company and its subsidiaries (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of the Company’s subsidiaries or affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, mask work and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Employee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of the Company’s subsidiaries or affiliates) under the immediately preceding sentence, then Executive the Employee hereby irrevocably assigns and agrees to assign any and all of Executivethe Employee’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of the Company’s subsidiaries or affiliates), and the Company or such subsidiaries or affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or affiliates without any further payment to Executive the Employee whatsoever. As to any Invention that Executive the Employee is required to assign, Executive the Employee shall promptly and fully disclose to the Company all information known to Executive the Employee concerning such Invention. (b) Executive The Employee has set forth on Exhibit B hereto a complete list of all Inventions that the Employee has, alone or jointly with others, made prior to the commencement of the Employee’s employment or consultancy with the Company and its subsidiaries that the Employee considers to be the Employee’s property or the property of third parties and that the Employee wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If no such disclosure is attached, the Employee represents and warrants that there are no Prior Inventions. If, while an employee of or consultant to the Company and its subsidiaries, the Employee incorporates a Prior Invention into a Company product or process, the Company or PGA, as applicable, is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, the Employee agrees that the Employee shall not incorporate, or permit to be incorporated, Prior Inventions in any such Company product or process without the advance written consent of a duly authorized officer of the Company or PGA. (c) The Employee agrees that, from time to time, as may be requested by the Company or PGA and at the Company’s or PGA’s sole cost and expense, Executive the Employee shall do any and all things that the Company or PGA may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive the Employee has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive the Employee unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b9(c) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company or PGA of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s or one of its subsidiaries’ being Executivethe Employee’s employer. Executive The Employee shall reasonably assist the Company and PGA in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, the Employee shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company or PGA may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive the Employee shall execute, verify, and deliver assignments of such Proprietary Rights rights to the Company or its designeesdesignee. ExecutiveThe Employee’s obligations under this Section 9 obligation to assist the Company or PGA with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executivethe Employee’s employment or consultancy with the Company and PGA, provided that the Company or PGA shall compensate the Employee at a reasonable rate after such termination for the time actually spent by the Employee at the Company’s or PGA’s request on such assistance. (cd) Executive In the event the Company or PGA is unable for any reason, after reasonable effort, to secure the Employee’s signature on any document required in connection with the actions specified in Section 9(c), the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee’s agent and attorney in fact, to act for and in the Employee’s behalf to execute, verify and deliver any such documents and to do all other lawfully permitted acts to further the purposes of Section 9(c) with the same legal force and effect as if executed by the Employee. The Employee hereby waives and quitclaims to the Company and PGA any and all claims, of any nature whatsoever, that Executive the Employee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. (e) While an employee of or consultant to the Company or any of its subsidiaries, the Employee shall promptly disclose to the Company and PGA fully and in writing and shall hold in trust for the sole right and benefit of the Company any and all Inventions. In addition, the Employee shall disclose to the Company and PGA all patent applications filed by the Employee during the two (2) year period after termination of the Employee’s employment with the Company and PGA.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b8(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 8 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) The Executive agrees that the results and proceeds of Executive’s services for employment by the Company or its subsidiaries or affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, track record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, work or programs, writing and other works of authorship,) resulting from services performed while an employee of employed hereunder by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Board, any of its subsidiaries or affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company Board determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries or affiliates) under the immediately preceding sentence, then the Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the CompanyCompany (or, if applicable or as directed by the Board, any of its subsidiaries or affiliates), and the Company or such subsidiaries or affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company Board or such subsidiaries or affiliates without any further payment to the Executive whatsoever. As to any Invention that the Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) The Executive hereby waives and quitclaims quit claims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that The Company is and will be the sole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of Executive’s services the Services performed under this Agreement (the “Deliverables”), and as a material condition to which Consultant agrees in exchange for the Company (includingopportunity to provide the Services, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawingsConsultant expressly acknowledges and agrees that all other writings, reports, techniques, formulas, methods, developmental or experimental workdocuments, improvements, discoveries, technologies, inventions, processes, techniques, methods, ideas, source concepts, research, designs, plans, proposals, and object codesmaterials, programs, writing and all other works work product of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutesnature whatsoever, that were madeis created, developedprepared, produced, authored, edited, modified, conceived, or reduced to practice or learned by Executive, either alone or jointly with others in the course of performing the Services (collectively, and including the Deliverables, “InventionsWork Product”), shall be workswhether of a technical nature or not, made or developed by Consultant alone or in conjunction with any other person or entity while providing the Services or developed by the Consultant during the course of or arising out of his previous employment with the Company, which relate to or affect the business of Company, including all patents, copyrights, trademarks (together with goodwill symbolized thereby), trade-madesecrets, know-for-hire how, and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyrightother confidential or proprietary information, and other intellectual property rights (collectively, collectively “Proprietary RightsIntellectual Property”) of whatsoever nature therein, whether or not now or hereafter knownshall be the sole and exclusive property of Company. Consultant expressly agrees to disclose and reveal to Company all Work Product and Intellectual Property, existingand all information regarding Work Product and Intellectual Property, contemplated, recognized, or developed, concurrent with the right to use discovery or development of such Work Product and Intellectual Property. Consultant hereby agrees that the same Work Product is hereby deemed “work made for hire” as defined in perpetuity in any manner 17 U.S.C., Section 101 for the Company determines and all copyrights therein automatically and immediately vest in its sole discretion, without any further payment to Executive whatsoeverthe Company. If, for any reason, any of such results and proceeds shall Work Product does not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue constitute “work made for hire,” Consultant hereby irrevocable assigns to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of ExecutiveConsultant’s rightrights, title, and interest theretointerests throughout the world in and to any such Work Product or Intellectual Property, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assignsxx for past, Executive shall promptly present and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees thatfuture infringement, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrictmisappropriation, or constitute dilution thereof. Consultant agrees that he, she or it will not use or disclose any waiver Work Product or Intellectual Property owned by Company to benefit a competitor, customer, individual, or other entity without the Company express written permission of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue an executive officer of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as The Consultant irrevocably appoints the Company may reasonably request as his, her or its attorney and, in his, her or its name and on his, her or its behalf, to execute and do any instrument or thing and generally to use his, her or its name for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments purpose of such Proprietary Rights giving to the Company or its designees. Executive’s obligations under nominee the full benefit of the provisions of this Section 9 shall continue beyond the termination of Executive’s employment with the Company7.1. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for employment by the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, track record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of employed hereunder by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company Board determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-madework­made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the CompanyCompany (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company Board or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company Board and at the Company’s sole cost and expense, Executive shall do any and all reasonable and lawful things that the Company Board may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b10(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of Executive’s employment by the Company. Executive further agrees that, from time to time, as may be requested by the Board and at the Company’s being Executive’s employersole cost and expense, Executive shall assist the Company in every reasonable, proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 obligation to provide reasonable assistance to the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executive’s employment with the CompanyTerm. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive The Employee agrees that the results and proceeds of Executivethe Employee’s services for the Company and its affiliates, as applicable, (including, but not limited to, including any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, mask works, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of or consultant to the Company and its affiliates, as applicable, and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, made or conceived or reduced to practice or learned by Executivethe Employee, either alone or jointly with others resulting from services performed while an employee of or consultant to the Company and its affiliates, as applicable, and are within the scope of his employment or retention by the Company and its affiliates (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of the Company’s affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, mask work and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Employee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of the Company’s affiliates) under the immediately preceding sentence, then Executive the Employee hereby irrevocably assigns and agrees to assign any and all of Executivethe Employee’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of the Company’s affiliates), and the Company or such affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such affiliates without any further payment to Executive the Employee whatsoever. As to any Invention that Executive the Employee is required to assign, Executive the Employee shall promptly and fully disclose to the Company all information known to Executive the Employee concerning such Invention. (b) Executive The Employee has set forth on Exhibit B hereto a complete list of all Inventions that the Employee has, alone or jointly with others, made prior to the commencement of the Employee’s employment or consultancy with the Company and its affiliates, as applicable, that the Employee considers to be the Employee’s property or the property of third parties and that the Employee wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If no such disclosure is attached, the Employee represents and warrants that there are no Prior Inventions. If, while an employee of or consultant to the Company and its affiliates, as applicable, the Employee incorporates a Prior Invention into a Company product or process, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, the Employee agrees that the Employee shall not incorporate, or permit to be incorporated, Prior Inventions in any such Company product or process without the advance written consent of a duly authorized officer of the Company. (c) The Employee agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive the Employee shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive the Employee has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive the Employee unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b9(c) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s or one of its affiliates’ being Executivethe Employee’s employer. Executive The Employee shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, the Employee shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive the Employee shall execute, verify, and deliver assignments of such Proprietary Rights rights to the Company or its designeesdesignee. ExecutiveThe Employee’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executivethe Employee’s employment or consultancy with the Company, provided that the Company shall compensate the Employee at a reasonable rate after such termination for the time actually spent by the Employee at the Company’s request on such assistance. (cd) Executive In the event the Company is unable for any reason, after reasonable effort, to secure the Employee’s signature on any document required in connection with the actions specified in Section 9(c), the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee’s agent and attorney in fact, to act for and in the Employee’s behalf to execute, verify and deliver any such documents and to do all other lawfully permitted acts to further the purposes of Section 9(c) with the same legal force and effect as if executed by the Employee. The Employee hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive the Employee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. (e) While an employee of or consultant to the Company or any of its affiliates, as applicable, the Employee shall promptly disclose to the Company fully and in writing and shall hold in trust for the sole right and benefit of the Company any and all Inventions. In addition, the Employee shall disclose to the Company all patent applications filed by the Employee during the two (2) year period after termination of the Employee’s employment with the Company and its affiliates, as applicable, that relate to Inventions made by the Employee while he was an employee of the Company or that were made using Company resources.

Intellectual Property Rights. (a) The Executive acknowledges and agrees that the results and proceeds of Executive’s services for the Company (includingall inventions, but not limited to, any trade secrets, products, servicestechnology, processes, know-howinnovations, ideas, improvements, developments, methods, designs, developmentsanalyses, innovationstrademarks, analysesservice marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reportsreports and all similar, techniquesrelated, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other derivative information or works of authorship) resulting from services performed while an employee of the Company and any works in progress, (whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced subject to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”copyright), shall be works-made-for-hire including but not limited to all resulting patent applications, issued patents, copyrights, copyright applications and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyrightregistrations, and other intellectual property rights (collectivelytrademark applications and registrations in and to any of the foregoing, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, along with the right to use the same in perpetuity in any manner the Company determines in its sole discretionpractice, without any further payment to Executive whatsoever. Ifemploy, for any reasonexploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Companyforegoing, and the Company shall have the right to use choose not to do or permit any of the same in perpetuity throughout the universe in any manner determined aforementioned actions, which relate to Adtalem or Affiliates’ actual or anticipated Business, research and development or existing or future products or services and which are conceived, developed or made by the Company without any Executive while employed by Adtalem or an Affiliate (collectively, the “Work Product”) belong to Adtalem. The Executive further payment to Executive whatsoever. As to any Invention acknowledges and agrees that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning extent relevant, this Agreement constitutes a “work for hire agreement” under the Copyright Act, and that any copyrightable work (“Creation”) constitutes a “work made for hire” under the Copyright Act such Invention. (b) Executive agrees that, from time to time, as may be requested by that Adtalem is the Company and at copyright owner of the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignmentsCreation. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue portion of the Company’s being Executive’s employerCreation is held not to be a “work made for hire” under the Copyright Act, the Executive hereby irrevocably assigns to Adtalem all right, title and interest in such Creation. All other rights to any new Work Product and all rights to any existing Work Product are also hereby irrevocably conveyed, assigned and transferred to Adtalem pursuant to this Agreement. The Executive shall execute, verify, will promptly disclose and deliver such documents Work Product to Adtalem and, at Adtalem’s expense, perform all actions reasonably requested by Adtalem (whether during or after the Employment Period) to establish, confirm and perform protect such ownership (including, without limitation, the execution of assignments, copyright registrations, consents, licenses, powers of attorney and other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereofinstruments). In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the All Work Product made within six months after termination of the Executive’s employment with Adtalem will be presumed to have been conceived during the CompanyExecutive’s employment with Adtalem, unless the Executive can prove conclusively that it was created after such termination. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (ai) The Executive agrees that the results and proceeds of the Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of for the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by the Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to the Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then the Executive hereby irrevocably assigns and agrees to assign any and all of the Executive’s right, title, title and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Affiliates), and the Company or such Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Affiliates without any further payment to the Executive whatsoever. As to any Invention that the Executive is required to assign, the Executive shall promptly and fully disclose to the Company all information known to the Executive concerning such Invention. The Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that the Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. (bii) The Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, the Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including including, without limitation, the execution of appropriate copyright and and/or patent applications or assignments. To the extent that the Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, the Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b7(c)(ii) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Executive’s employment with, or service to, the Company. The Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s being Executive’s employersole cost and expense, the Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, the Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, the Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. The Executive’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of the Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that—(i) is made—(A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. (d) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that 5.1 The Company is and shall be, the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of Executive’s services for the Company (includingServices performed under this Agreement, including but not limited to, to any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others deliverables set out on Schedule 1 (collectively, the “InventionsDeliverables”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and including all patents, copyrights, trademarks, trade secret, patent, copyright, secrets and other intellectual property rights (collectively, collectively “Proprietary Intellectual Property Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with . You agree that any Deliverables are hereby deemed a “work made for hire” as defined in 17 U.S.C. § 101 for the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoeverCompany. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which the Deliverables do not accrue constitute a “work made for hire,” you hereby irrevocably assign to the Company, in each case without additional consideration, all right, title and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. 5.2 Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights”). You hereby irrevocably waive, to the extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Deliverables. 5.3 You will and hereby are obligated make full and prompt disclosure to the Company under of any inventions or processes, as such terms are defined in 35 U.S.C. § 100 (the immediately preceding sentence“Patent Act”), then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature thereinmade or conceived by you alone or with others during the Term, whether or not now such inventions or hereafter known, existing, contemplated, recognized, processes are patentable or developed, protected as trade secrets and whether or not such inventions or processes are made or conceived during normal working hours or on the premises of the Company. You shall not disclose to any third party the nature or details of any such inventions or processes without the prior written consent of the Company. 5.4 Upon the request of the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive you shall promptly take such further actions, including execution and fully disclose to the Company delivery of all information known to Executive concerning such Invention. (b) Executive agrees that, from time to timeappropriate instruments of conveyance, as may be requested by necessary to assist the Company to prosecute, register, perfect, record or enforce its rights in any Deliverables. In the event the Company is unable, after reasonable effort, to obtain your signature on any such documents, you hereby irrevocably designate and at appoint the Company as your agent and attorney-in-fact, to act for and on your behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other intellectual property protected related to the Deliverables with the same legal force and effect as if you had executed them. You agree that this power of attorney is coupled with an interest. 5.5 You have no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Deliverables. You have no right or license to use the Company’s sole cost and expensetrademarks, Executive shall do any and all things that the Company may reasonably deem useful service marks, trade names, trade names, logos, symbols or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Companybrand names. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (ai) The Executive agrees that the results and proceeds of the Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of for the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by the Executive, either alone or jointly with others (collectively, ““ Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to the Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then the Executive hereby irrevocably assigns and agrees to assign any and all of the Executive’s right, title, title and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Affiliates), and the Company or such Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Affiliates without any further payment to the Executive whatsoever. As to any Invention that the Executive is required to assign, the Executive shall promptly and fully disclose to the Company all information known to the Executive concerning such Invention. The Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that the Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. In accordance with applicable law, this section 7(c) does not apply to any Inventions for which no equipment, supplies, facilities, trade secrets or other Confidential Information of the Company was used and which was developed entirely on the Executive’s own time unless (a) the Invention relates to the Company’s business or the Company’s actual or demonstrably anticipated research or development; or (b) the Invention results from any work performed by the Executive for the Company. (bii) The Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, the Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including including, without limitation, the execution of appropriate copyright and and/or patent applications or assignments. To the extent that the Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, the Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b7(c)(ii) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Executive’s employment with, or service to, the Company. The Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s being Executive’s employersole cost and expense, the Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, the Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, the Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. The Executive’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of the Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (ai) Executive Consultant agrees that the results and proceeds of ExecutiveConsultant’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee as a consultant of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by ExecutiveConsultant, either alone or jointly with others in the performance of Consultant’s Services for the Company (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive Consultant whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive Consultant hereby irrevocably assigns and agrees to assign any and all of ExecutiveConsultant’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive Consultant whatsoever. As to any Invention that Executive Consultant is required to assign, Executive Consultant shall promptly and fully disclose to the Company all information known to Executive Consultant concerning such Invention. (b) Executive Consultant agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive Consultant shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive Consultant has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive Consultant unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b8(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executiveengagement of the Consultant. Consultant further agrees that, from time to time, as may be requested by the Company and at the Company’s employersole cost and expense, Consultant shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive Consultant shall execute, verify, verify and deliver such documents and perform such other acts consistent herewith (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive Consultant shall execute, verify, verify and deliver assignments of such Proprietary Rights to the Company or its designees. ExecutiveConsultant’s obligations under this Section 9 8 shall continue beyond the termination of ExecutiveConsultant’s employment services with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive Assistant acknowledges and agrees that the results and proceeds of Executive’s services for the Company (includingall inventions, but not limited to, any trade secrets, products, servicestechnology, processes, know-howinnovations, ideas, improvements, developments, methods, designs, developmentsanalyses, innovationstrademarks, analysesservice marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reportsreports and all similar, techniquesrelated, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other derivative information or works of authorship) resulting from services performed while an employee of the Company and any works in progress, (whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced subject to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”copyright), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and including but not limited to all trade secretpatents, patentcopyrights, copyrightcopyright registrations, trademarks, and other intellectual property rights (collectivelytrademark registrations in and to any of the foregoing, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, along with the right to use practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the same foregoing, and the right to choose not to do or permit any of the aforementioned actions, which relate to the business of providing professional surgical assistant services to patients, surgeons or healthcare institutions and which are conceived, developed or made by the Assistant in perpetuity in any manner the course of employment while employed by the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, or any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue its Subsidiaries (including while employed by ASHI or its Subsidiaries prior to the Effective Date) (collectively, the “Work Product”) belong to the Company. All Work Product created by Assistant while employed by the Company, its Subsidiaries or any of their predecessors will be considered “work made for hire,” and as such, the Company under is the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and sole owner of all of Executive’s rightrights, title, and interest interests therein. All other rights to any new Work Product and all rights to any existing Work Product, including but not limited to all of Assistant’s rights to any copyrights or copyright registrations related thereto, including any are conveyed, assigned and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose transferred to the Company all information known pursuant to Executive concerning this Agreement. Assistant will promptly disclose and deliver such Invention. (b) Executive agrees that, from time Work Product to time, as may be requested by the Company and and, at the Company’s sole cost and expense, Executive shall do any perform all actions reasonably requested by the Company(whether during or after the Employment Period) to establish, confirm and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive protect such ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions(including, including without limitation, the execution of appropriate assignments, copyright registrations, consents, licenses, powers of attorney and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Companyinstruments). (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive The Employee agrees that the results and proceeds of Executivethe Employee’s services for the Company (including, but not limited to, including any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, mask works, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of or consultant to the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, made or conceived or reduced to practice or learned by Executivethe Employee, either alone or jointly with others resulting from services performed while an employee of or consultant to the Company (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of the Company’s affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, mask work and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive the Employee whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of the Company’s affiliates) under the immediately preceding sentence, then Executive the Employee hereby irrevocably assigns and agrees to assign any and all of Executivethe Employee’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of the Company’s affiliates), and the Company or such affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such affiliates without any further payment to Executive the Employee whatsoever. As to any Invention that Executive the Employee is required to assign, Executive the Employee shall promptly and fully disclose to the Company all information known to Executive the Employee concerning such Invention. (b) Executive The Employee has set forth on Exhibit A hereto a complete list of all Inventions that the Employee has, alone or jointly with others, made prior to the commencement of the Employee’s employment or consultancy with the Company that the Employee considers to be the Employee’s property or the property of third parties and that the Employee wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If no such disclosure is attached, the Employee represents and warrants that there are no Prior Inventions. If, while an employee of or consultant to the Company, the Employee incorporates a Prior Invention into a Company product or process, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, the Employee agrees that the Employee shall not incorporate, or permit to be incorporated, Prior Inventions in any such Company product or process without the advance written consent of a duly authorized officer of the Company. (c) The Employee agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive the Employee shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive the Employee has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive the Employee unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b9(c) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executivethe Employee’s employer. Executive The Employee shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, the Employee shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive the Employee shall execute, verify, and deliver assignments of such Proprietary Rights rights to the Company or its designeesdesignee. ExecutiveThe Employee’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executivethe Employee’s employment or consultancy with the Company, provided that the Company shall compensate the Employee at a reasonable rate after such termination for the time actually spent by the Employee at the Company’s request on such assistance. (cd) Executive In the event the Company is unable for any reason, after reasonable effort, to secure the Employee’s signature on any document required in connection with the actions specified in Section 9(c), the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee’s agent and attorney in fact, to act for and in the Employee’s behalf to execute, verify and deliver any such documents and to do all other lawfully permitted acts to further the purposes of Section 9(c) with the same legal force and effect as if executed by the Employee. The Employee hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive the Employee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. (e) While an employee of or consultant to the Company, the Employee shall promptly disclose to the Company fully and in writing and shall hold in trust for the sole right and benefit of the Company any and all Inventions. In addition, the Employee shall disclose to the Company all patent applications filed by the Employee during the two (2) year period after termination of the Employee’s employment with the Company.

Intellectual Property Rights. (ai) The Executive agrees that the results and proceeds of the Executive’s services for the Company or its subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings, and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by the Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to the Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which that do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then the Executive hereby irrevocably assigns and agrees to assign any and all of the Executive’s right, title, and interest thereto, including including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to the Executive whatsoever. As to any Invention that the Executive is required to assign, the Executive shall promptly and fully disclose to the Company all information known to the Executive concerning such Invention. The Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that the Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. (bii) The Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, the Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including including, without limitation, the execution of appropriate copyright and and/or patent applications or assignments. To the extent that the Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, the Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b7(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Executive’s employment with the Company. The Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s being Executive’s employersole cost and expense, the Executive shall assist the Company in every proper and lawful way to obtain, and shall from time to time enforce, Proprietary Rights relating to Inventions in any and all countries. To this end, the Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, the Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. The Executive’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of the Executive’s employment with the Company. (ciii) Notwithstanding the foregoing, the Executive hereby waives will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and quitclaims (2) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Company Executive’s attorney and use the trade secret information in the court proceeding if the Executive (A) files any document containing the trade secret under seal; and all claims(B) does not disclose the trade secret, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder except pursuant to the Companycourt order.

Intellectual Property Rights. (ai) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that The Company and the results Subsidiaries own, or are licensed or otherwise possess legally enforceable rights to use, all patents, trademarks, trade names, service marks, copyrights, trade secrets and proceeds of Executive’s services for the Company (includingany applications therefor, but not limited tomaskworks, any trade secretsformulae, productsnet lists, servicesdesigns, processesschematics, technology, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental computer software programs or experimental work, improvements, discoveries, inventions, ideas, applications (in both source code and object codescode form), programs, writing and other works of authorship) resulting from services performed while an employee tangible or intangible proprietary information or material that are used or proposed by the Company or any Subsidiary to be used in the business of the Company or any Subsidiary as currently conducted (excluding any of the foregoing validly licensed or purchased from third parties as set forth on SCHEDULE 2.14(b)(ii)) (the "Company Intellectual Property Rights"). SCHEDULE 2.14(a) sets forth a list of all trademarks, service marks, trade names, registered copyrights (and any works applications for the registration thereof), patents, and patent applications owned or licensed (and specifically identified in progress, whether the license agreement) and used or not patentable held for use by the Company or registrable under copyright any Subsidiary that relate to or similar statutes, that were made, developed, conceivedare part of the Company's or any Subsidiary's products, or reduced to practice or learned of products proposed by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed or any Subsidiary, or are used in the sole business of the Company or any Subsidiary, specifying as to each, as applicable: (i) the nature of such rights; (ii) the owner throughout of such rights; and (iii) with respect to all trademarks, service marks, trade names and registered copyrights (and any applications for the universe registration thereof) owned by the Company or any Subsidiary, the jurisdictions by or in which such right has been issued or registered or in which an application for such issuance or registration has been filed, including the respective registration or application numbers. SCHEDULE 2.14(a) further includes titles of any and all trade secretinvention disclosures submitted by employees, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether independent contractors or not now or hereafter known, existing, contemplated, recognized, or developed, with the right others having an obligation to use assign the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under or any Subsidiary. Where required, the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, Company and the Subsidiaries have received executed assignments for Company shall Intellectual Property Rights and have recorded such assignments with the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Inventionappropriate domestic or foreign filing offices. (b) Executive agrees thatSCHEDULE 2.14(b)(i) sets forth a complete list of all licenses, from time to time, as may be requested by the Company sublicenses and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership agreements to which the Company may be entitled by operation or any Subsidiary is a party and pursuant to which any other person is authorized to use any Company Intellectual Property Right or any trade secret of law by virtue the Company or any Subsidiary, including the identity of all parties thereof; and SCHEDULE 2.14(b)(ii) sets forth a complete list of all licenses, sublicenses and other agreements to which the Company or any Subsidiary is a party and pursuant to which the Company or any Subsidiary is authorized to use (i) any third party patents, trademarks, trade secrets, maskworks, or copyrights (including software) (the "Company Third Party Intellectual Property Rights") which are incorporated in, are, or are used to form a part of, any Company product, or (ii) any trade secret of a third party in or as to any product of the Company or any Subsidiary including the identity of all parties thereto. To the knowledge of the Company’s being Executive’s employer, the Company Third Party Intellectual Property Rights have been assigned to or licensed by the licensor of such right. (c) Other than as set forth on SCHEDULE 2.14(c), neither the Company nor any Subsidiary is, nor will it be as a result of the execution and delivery of this Agreement or the performance of its obligations hereunder, in breach or violation of any license, sublicense or agreement described on SCHEDULE 2.14(b)(i) OR (ii). Executive shall executeExcept as set forth on SCHEDULE 2.14(c), verifyno claims with respect to the Company Intellectual Property Rights, any trade secret, or the Company Third Party Intellectual Property Rights (to the extent arising out of any use, reproduction or distribution of such Company Third Party Intellectual Rights by or through the Company), have been asserted or to the knowledge of the Company, are threatened by any person. Except as set forth on SCHEDULE 2.14(c), neither the Company nor any Subsidiary knows of any valid grounds for any bona fide claims: (i) against the Company to the effect that the manufacture, sale, licensing or use of any product as now used, sold, offered for sale or licensed or proposed for use, sale, offer for sale or license by the Company or any Subsidiary infringes on any copyright, patent, trademark, service mark xx trade secret of any other person; (ii) against the use of any trademarks, tradenames, trade secrets, copyrights, patents, technology, know-how or computer software programs and applications used in the Company's or any Subsidiary's business as currently conducted or as proposed to be conducted by the Company; (iii) challenging the ownership, validity, enforceability or effectiveness of any of the Company Intellectual Property Rights or other trade secret of the Company or any Subsidiary; or (iv) challenging the Company's or any Subsidiary's license or legally enforceable right to use, or the validity, enforceability or effectiveness of, the Company Third Party Intellectual Property Rights. (d) All registered trademarks, service marks, patents and copyrights held by the Company are valid and subsisting and have been properly maintained and renewed in accordance with all applicable laws and regulations in the United States and foreign countries where applicable. To the knowledge of the Company, there has been no unauthorized use, disclosure, infringement or misappropriation of any of the Company Intellectual Property Rights or any trade secret material of the Company or any Subsidiary, or any Company Third Party Intellectual Property Right to the extent licensed by or through the Company or any Subsidiary, by any third party, including any employee or former employee of the Company or any Subsidiary. Except as set forth on a SCHEDULE 2.14(d), neither the Company nor any Subsidiary (i) has been sued or charged in writing as a defendant in any claim, suit, action or proceeding which involves a claim of infringement of any patents, trademarks, service marks, copyrights or violation of any trade secret or any proprietary right of any third party; (ii) has been threatened or charged in writing, orally or otherwise with infringement or violation of any patents, trademarks, service marks, copyrights or trade secrets or other proprietary right of any third party; and (iii) has knowledge of valid grounds for any such threat, or claim or claim for indemnification as a result thereof. (e) No Company Intellectual Property Right or trade secret of the Company is subject to any outstanding order, judgment, decree, legal or governmental proceeding (other than pending applications for patent, trademark registration or copyright registration) or stipulation restricting in any manner the licensing thereof by the Company. To the knowledge of the Company, no Company Third Party Intellectual Property Right is subject to any outstanding order, judgment, decree, legal or governmental proceeding (other than pending applications for patent, trademark registration or copyright registration) or stipulation restricting in any manner the licensing thereof by the Company or any Subsidiary. Except for contracts licensing the Company's products executed in the ordinary course of business and in accordance with the Company's past practices in the form attached to SCHEDULE 2.14(e), neither the Company nor any Subsidiary has entered into any agreement to indemnify any other person against any charge of infringement of any Company Third Party Intellectual Property Right. (f) The Company and the Subsidiaries have taken reasonable measures to protect and preserve (i) the validity and enforceability of trademarks included in the Company Intellectual Property Rights, (ii) the validity and enforceability of copyrights included in the Company Intellectual Property Rights, and deliver such documents (iii) the confidentiality and perform such validity and enforceability of its trade secrets and other acts (including appearances confidential information it wishes to remain as a witness) as the confidential. The Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In additionSubsidiaries have taken reasonable measures to protect and preserve the novelty and potential patentability of any inventions disclosed in invention disclosures submitted by employees, Executive shall execute, verify, and deliver assignments of such Proprietary Rights independent contractors or others having an obligation to assign the same to the Company or any Subsidiary. Except as set forth on SCHEDULE 2.14(f), all employees, contractors, agents and consultants of the Company and the Subsidiaries have executed a nondisclosure and assignment of inventions agreement in the form attached as SCHEDULE 2.14(f) to protect the confidentiality and to vest in the Company and the Subsidiaries exclusive ownership of such intellectual property rights. All patents or patent applications have been duly assigned to the Company and the Subsidiaries and such assignments have been recorded in the appropriate government offices. To the knowledge of the Company and the Subsidiaries, no trade secret or confidential information of the Company or any Subsidiary has been used, divulged, appropriated or misappropriated for the benefit of any person other than the Company and the Subsidiaries or otherwise to the detriment of the Company and the Subsidiaries. To the knowledge of the Company and the Subsidiaries, no employee, contractor, agent or consultant of the Company or any Subsidiary has used any trade secrets or other confidential information of any other person in the course of their work for the Company and the Subsidiaries. Except as set forth on SCHEDULE 2.14(f), neither the Company nor any Subsidiary has written or oral agreements with employees, contractors, agents or consultants with respect to the ownership of inventions, trade secrets or other works created by them as a result of which any such employee, contractor, agent or consultant may have nonexclusive rights to the portions of the Company's Intellectual Property Rights so created by such individual. (g) To the knowledge of the Company, no manager, officer, employee, contractor, agent or consultant of the Company or any Subsidiary is, or is now expected to be, in violation of any term of any employment contract, patent disclosure agreement, proprietary information agreement, noncompetition agreement, nonsolicitation agreement, confidentiality agreement, or any other similar contract or agreement or any restrictive covenant relating to the right of any such person to be employed or engaged by the Company or any Subsidiary because of the nature of the business conducted or to be conducted by the Company or any Subsidiary or relating to the use of trade secrets or proprietary information of others, and to the Company's knowledge and belief, the continued employment or retention of such managers, officers, employees, contractors, agents or consultants does not subject the Company or any Subsidiary to any liability with respect to any of the foregoing matters. No manager, director, officer or employee of the Company or any Subsidiary owns, directly or indirectly, in whole or in part, any Company Intellectual Property Right which the Company has used, is presently using, or the use of which is reasonably necessary to its designees. Executive’s obligations business as now conducted or presently contemplated to be conducted. (h) Neither the Company nor any Subsidiary has deposited, or is obligated to deposit, any source code regarding its products into any source code escrows or similar arrangements and neither the Company nor any Subsidiary is under this Section 9 shall continue beyond any contractual or other obligation to disclose the termination source code or any other material proprietary information included in or relating to its products. (i) All copyrightable works of Executive’s employment with authorship, were developed and authored as original works of authorship either by full-time employees of the Company within the normal scope of their duties as works for hire, or by third persons as works for hire under an express written agreement so stating or under a written agreement expressly transferring and assigning all rights to the Company. (cj) Executive hereby waives and quitclaims to Neither the Company nor any and all claimsSubsidiary is, by the manufacture, sale, licensing or use or offering for sale or license of any nature whatsoeverproduct or component now used or under development, that Executive now infringing upon any valid statutory intellectual property right (i.e., any United States or may hereafter have for infringement foreign patent, trademark or registered copyright) of any Proprietary Rights assigned hereunder to the Companyother person, except as set forth on SCHEDULE 2.14(j).

Intellectual Property Rights. Each Founder hereby irrevocably, exclusively, unconditionally and to the maximum extent possible under applicable law transfers to the Company, free from all encumbrances and third party rights, all intellectual property rights (aincluding copyrights and related rights, design rights, patents, utility models, inventions, trademarks, database rights, trade secrets, knowhow, confidential information, and all other legal rights) Executive agrees with respect to the works and objects that have been created in the results and proceeds of Executive’s services past or will be created in the future for the Business and/or for the Company (including“Rights”). The Founders and the Company hereby agree that all such Rights are deemed automatically transferred to the Company as of the moment of their creation without any separate consideration or remuneration payable and for the whole period of validity of the respective Rights. Each Founder hereby warrants that it shall not register or attempt to register any Rights created for the Business and/or for the Company or used by the Company. If, and to the extent, it is impossible as a matter of law to transfer ownership to the Rights from the Founders to the Company (including but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee to all moral rights of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”Founders), shall be works-made-for-hire and each of the Founders hereby grants to the Company shall be deemed to the sole owner throughout the universe of any maximum extent and all trade secretterm possible under applicable law an exclusive, patentirrevocable, copyrighttransferable, sub-licensable, fully paid-up, world-wide, unconditional and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the unlimited right to use use, exploit and exercise such Rights for the same in perpetuity whole period of their validity in any manner now known or in the Company determines in its sole discretion, without any further payment to Executive whatsoeverfuture discovered. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive Each Founder hereby irrevocably assigns and agrees to assign unconditionally waives any and all of Executive’s righthis/its current and future rights and claims to receive any income, titlecompensation or other payment in connection with any Rights, and interest theretoincluding, including without limitation, in connection with any and all Proprietary Rights invention or utility model being part of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company products and services. The termination of this Agreement (irrespective of the reason) shall have the right to use the same in perpetuity throughout the universe not in any manner determined by way affect the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly validity of transfers made and fully disclose to the Company all information known to Executive concerning such Inventionlicensed given hereunder. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees In the event that the results and proceeds Employee (whether alone or with others) shall make at any time during the period of Executive’s services for his employment an invention, (whether or not patentable) within the Company meaning of the Patents Xxx 0000 (including, but not limited hereinafter called “Invention”) relating to, any trade secretsor capable of being used in, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee the business of the Company and any works in progressor that of its Associated Companies, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive he shall promptly and fully disclose to the Company all information known full details thereof to Executive concerning such Inventionenable the Company to assess the Invention and to determine whether under the applicable law the Invention is the property of the Company. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do If any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights Invention belongs to the Company or any Associated Company the Employee shall hold it on trust for the Company and shall at the request and expense of the Company do all things necessary to vest all right, title and interest in any such Invention in the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond nominee absolutely as legal and beneficial owner and to secure patent or other appropriate forms of protection therefore in any part of the termination of Executive’s employment with the Companyworld. (c) Executive hereby waives If the Employee (whether alone or with others) shall create or make at any time during the period of his employment any discovery, design or other work (whether registerable or not and quitclaims whether or not a copyright work), which is not an Invention made or created by the Employee and wholly unconnected with his employment hereunder (hereinafter called “Works”), the Employee shall forthwith disclose to the Company full details thereof and shall consider himself as a trustee for the Company in relation to all such Works. The Employee shall at the request and expense of the Company execute all instruments and do all things necessary to vest all right, title and interest in and to any such Works in the Company or its nominee absolutely as legal and beneficial owner. (d) In consideration of the Company entering into this Agreement the Employee hereby assigns to the Company by way of assignment of future copyright the copyright, design and other proprietary rights if any for the full term thereof throughout the world in respect of all claims, copyright works created or made by the Employee during the period of his employment hereunder (except only those copyright works created or made by the Employee and wholly unconnected with his employment hereunder). (e) The Employee shall not except as provided in this Clause or as may be necessary in the course of his employment disclose or make use of any nature whatsoever, that Executive now Invention or may hereafter have for Work which belongs to the Company or any Associated Company. (f) The Employee shall give notice in writing to the Company promptly on becoming aware of any infringement or suspected infringement of any Proprietary intellectual property right in any Invention or Work and shall not otherwise do or fail to do any act the consequences of which act or failure would or might prejudice the rights of the Company under this Clause. (g) Rights assigned hereunder to and obligations under this Clause shall continue in force after the Companytermination of this Agreement in respect of Inventions and Works and shall be binding upon the personal representatives of the Employee.

Intellectual Property Rights. (a) Executive agrees that the results Schedule 5.14(a) hereto lists all Patents and proceeds of Executive’s services all registered Trademarks, Copyrights, domain names, corporate and business names, trade names, and brand names (including pending applications therefor), in each case owned by or exclusively licensed to, and used or held for use by, the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee as of the Company and any works in progressdate of this Agreement. For each listed item, whether Schedule 5.14(a) hereto sets forth (as applicable): (i) the legal owner, (ii) the jurisdiction where issued, registered, legally sanctioned, filed or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyrightequivalent, and other intellectual property rights (collectivelyiii) the date of application, “Proprietary Rights”) of whatsoever nature thereinregistration or issuance, whether application or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Companyregistration number, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning status of such Inventionapplication or registration. (b) Executive agrees thatSchedule 5.14(b) hereto lists (i) each license or other Contract by which the Company currently holds rights under any material Intellectual Property that is owned by a Third Party, from time together with the identity of the licensor and (ii) each license or other Contract by which the Company currently licenses rights under any material Intellectual Property to timea Third Party, as may be requested together with the identity of the licensee. (c) The Intellectual Property owned by the Company or licensed to the Company includes all Intellectual Property rights necessary for the conduct of the business of the Company as and at where conducted on the date of this Agreement and as contemplated to be conducted based on existing business plans. To the Knowledge of the Company, the Company’s sole cost business operations (including the manufacturing, marketing, licensing, use, sale or distribution of products and expensethe general conduct and operation of the Company) as and where conducted on the date of this Agreement do not, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document will not as the Company’s exclusive ownership throughout the United States business operations are contemplated to be conducted based on existing business plans, violate, infringe, or misappropriate any Intellectual Property rights of America or any Third Party. (d) Each Patent and any other country registered item of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent Intellectual Property listed on Schedule 5.14(a) hereto that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver owned by the Company of any Proprietary Rights of ownership has been, and, to which the Company may be entitled by operation of law by virtue Knowledge of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver each such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments item of such Proprietary Rights Intellectual Property item that is exclusively licensed to the Company has been, duly and validly registered in, filed in or its designeesissued by the applicable official governmental registrars and/or issuers (or officially recognized issuers) of patents, trademarks, copyrights or Internet domain names, in the applicable jurisdiction(s) indicated on such Schedule, and except as set forth in Schedule 5.14(d) hereto, each such registration, filing and/or issuance (i) has been maintained effective by all requisite filings, renewals and payments and (ii) remains in full force and effect. Executive’s obligations under this Section 9 shall continue beyond The Company has the termination of Executive’s employment exclusive right to file, prosecute and maintain all applications and registrations with respect to the Intellectual Property listed in Schedule 5.14(a) that is owned solely by the Company. (ce) Executive hereby waives and quitclaims (i) All Intellectual Property set forth on Schedule 5.14(e)(i) hereto is owned by or exclusively licensed to the Company any free and all claims, clear of any nature whatsoeverLiens other than Permitted Liens, without obligation to pay any royalty or any other fees with respect thereto and (ii) all other Intellectual Property that Executive now is owned or may hereafter have for infringement exclusively licensed to the Company and used in the business of the Company, including all such Intellectual Property listed on Schedule 5.14(a) hereto (to the extent not listed on Schedule 5.14(e)(i)) is owned by or exclusively licensed to, the Company free and clear of any Proprietary Rights assigned hereunder Liens other than Permitted Liens, without obligation to pay any royalty or any other fees with respect thereto. (f) To the extent any material Intellectual Property is or has been used under license by the Company, no notice of a material default of such license has been sent or received by the Company which default remains uncured, and the execution, delivery or performance of this Agreement by the Company will not result in such a default. Each such license agreement is a legal, valid and binding obligation of the Company and, to the Knowledge of the Company, the relevant other parties thereto, enforceable in accordance with the terms thereof. (g) The Company has not received any written notice or written threat of any claim from any Third Party and no Third Party claims are pending, in each case: (i) challenging the right of the Company to use any material Intellectual Property that is owned by a Third Party, (ii) alleging any violation, infringement, misuse or misappropriation by the Company of material Intellectual Property that is owned by a Third Party, or (iii) challenging the ownership rights of the Company in any Intellectual Property or asserting any opposition, invalidity, termination, abandonment or unenforceability of any material Intellectual Property that is owned or purported to be owned by the Company, or that is exclusively licensed to the Company. (h) The Company has not, during the three (3) year period immediately preceding the date of this Agreement, made any claim of a violation, infringement, misuse or misappropriation by any Third Party (including any employee or former employee of the Company) of the Company’s rights in any material Intellectual Property. Except as set forth in Schedule 5.14(h)(ii) hereto, the Company has not entered into any Contract to indemnify any other Person against any charge of infringement of any Intellectual Property, other than indemnification provisions contained in Contracts entered into in the Ordinary Course of Business. (i) All current and former officers and employees of the Company who contribute or have contributed to the development or modification of any Intellectual Property on behalf of the Company have executed and delivered to the Company agreements regarding the protection of proprietary information and the assignment to the Company of any Intellectual Property arising from services performed for the Company by such persons, substantially in the form of the template document that has been provided to the Purchaser. All current and former consultants and independent contractors to the Company who contribute or have contributed to the development or modification of any Intellectual Property on behalf of the Company have executed and delivered to the Company agreements regarding the protection of proprietary information and the assignment to the Company of any Intellectual Property arising from services performed for the Company by such Persons, substantially in the form of the template document that has been provided to the Purchaser. To the Knowledge of the Company, no employee or independent contractor of the Company is in material violation of any term of any of the foregoing agreements. (j) The Company has taken reasonable steps to protect and preserve the confidentiality of all the Company’s material trade secrets and other confidential information, including material Know-How, source code, databases, data collections, customer lists, schematics, ideas, algorithms and processes, and all disclosure of such information to, and use by, any Third Party (other than (i) competent regulators, accountants and counsel, in each instance acting in their professional capacities, or (ii) pursuant to an applicable Governmental Order) has been pursuant to the terms of a written confidentiality agreement between such Third Party and the Company.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (cx) 00 X.X.X. § 0000(x) provides: "An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that—(i) is made—(A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal." Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. (d) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including12.1 All – 12.1.1 patents, but not limited tocopyright, any trade secretstrademarks, productslogos, servicesstyle names, processes, know-howslogans, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveriesmodels, inventions, ideas, source trade and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company business secrets and any works in progressother type of intellectual property (whether registered or unregistered including applications for and rights to obtain, use or for their protection) which are used or held, whether or not patentable currently, in connection with Innervation's business (including the Website); and 12.1.2 ideas, designs, documents, diagrams, information, devices, technical data, scientific data, secret and other processes and methods used in connection with Innervation's business, and, all available information regarding marketing and promotion of Innervation's products and services, and, all and any modifications or registrable under copyright or similar statutesimprovements to any of these, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”)"Intellectual Property") are and will at all times be and remain the property of Innervation (or its licensors) and You will not acquire any rights, shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe title or interest of any kind in or to any or all of such Intellectual Property. Except as expressly permitted in this Agreement, You will not make use of Innervation's (or its licensors') Intellectual Property without the prior written consent of Innervation, which may withhold its consent in its sole and all trade secretabsolute discretion. All rights in and to Innervation's (or its licensors') Intellectual Property not expressly granted in this Agreement, patentare hereby reserved. 12.2 Provided that You have agreed to the Terms and Conditions of this Website, copyright, You may view and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, interact with the Website in its original display format (as intended by Innervation for access by the public) for Your own personal and non-commercial use. You may not display the whole or any part of this Website, on or in any other website or in any form of communication to any other person. 12.3 You hereby grant Innervation the perpetual, royalty-free, world-wide right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment and exploit to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has Innervation sees fit, all and any Proprietary Rights ideas, comments and information provided or communicated by You to Innervation (in whatever form they are provided or communicated). For clarity, You will receive no compensation or reward in the Inventions event that cannot be assigned in the manner described aboveInnervation uses and/or exploits any ideas, Executive unconditionally comments and irrevocably waives the enforcement of such Proprietary Rightsinformation which You have provided or communicated to Innervation. This Section 9(b) is subject to and shall not be deemed to limitIF YOU DO NOT WANT INNERVATION TO USE OR EXPLOIT ANY OF YOUR IDEAS, restrictCOMMENTS OR INFORMATION, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the CompanyTHEN DO NOT DISCLOSE THEM TO INNERVATION. 12.4 Innervation may make reference to third party trademarks (cor other intellectual property) Executive hereby waives and quitclaims to on the Company any and all claims, Website. All third party trademarks (or other intellectual property) are the property of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Companytheir respective owners.

Intellectual Property Rights. (a) Executive agrees 12.1. The Employee acknowledges that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental workinventions, improvements, discoveries, inventionstechnical ideas and designs made or acquired by him, ideasalone or with others, source during the course of his employment with the Company in relation to the products, techniques, processes and object codesformulas, programsformulations and applications, writing and all patents, designs, copyright and other works of authorship) resulting from services performed while an employee artistic, commercial or industrial property rights covering the same, are the absolute property of the Company. The Employee shall promptly disclose to the Company any idea or invention created or developed by him which is actually or potentially relevant to the business of the Company. 12.2. To the fullest extent permitted by law the Employee waives irrevocably and unconditionally any works moral rights in progressany part of the world that he has or may have in any such inventions. If and to the extent that an assignment or waiver of any of the above-mentioned rights is not permitted under applicable law, whether or the Employees agrees not patentable or registrable under copyright or similar statutesto assert them and authorize the Company the exercise such rights on his behalf. In particular, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed have the sole owner throughout unrestricted right to exercise the universe of any and all trade secretauthor's moral rights in the works, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with including without limitation the right to use alter the same in perpetuity in any manner works, create derivative works and to determine whether, when, how and under what name the works shall be published. 12.3. All inventions, patents, trademarks, and corresponding applications and designs which are generated by the Employee, alone or with others, while performing his activity for the Company determines but outside the performance of his contractual duties, shall also belong to the Company, as long as this does not conflict with the Company's regulations. If the Employee makes any such invention/design, he shall promptly inform the Company thereof in its sole discretionwriting. If the Company declares that it wishes to acquire such invention/design, without any further payment the Employee shall be entitled to Executive whatsoeveran appropriate special compensation, which shall be assessed in accordance with Article 332(4) of the Swiss Code of Obligations ("CO"). 12.4. IfTo the extent that such inventions, patents, trademarks and corresponding applications, designs, tangible and intangible work result do not vest automatically in the Company pursuant to Clauses 12.1 and 12.3 the Employee hereby irrevocably assigns to the Company all right title and interest in all such inventions, patents, trademarks and corresponding applications designs, tangible and intangible work result and will execute all documents which may be necessary to give effect to the provision of Clauses 12.1 and 12.3. 12.5. Save for any reasonthe special compensation according to Article 332 (4) CO regarding inventions generated by the Employee alone or with others while performing his employment activity for the Company but outside his contractual duties, any of such results and proceeds the Employee shall not legally be a work-made-for-hire and/or there are entitled to any Proprietary Rights which do not accrue compensation for the rights granted to the Company under the immediately preceding sentenceprovisions of this Agreement in addition to his contractual salary. 12.6. This provision shall survive termination of employment insofar as they relate to discoveries, then Executive hereby irrevocably assigns and agrees to assign any inventions, secret processes, improvements in procedure, trademarks, registered designs, design rights, copyright, database rights and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to intellectual property rights which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond were created before the termination of Executive’s employment with the Companydate. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. As a fundamental component of the consideration for the employment by the Corporation of the Employee and the compensation received by Employee from the Corporation from time to time pursuant hereto, Employee hereby acknowledges, agrees and/or covenants (as applicable) as follows: (a) Executive agrees that all Intellectual Property Rights shall be and remain the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee sole property of the Company Corporation. (b) except as may be limited in accordance with section 7.2(h) below, Employee hereby irrevocably assigns to the Corporation any Intellectual Property Rights he may have, be deemed hereinafter to have, acquire, or be deemed hereinafter to have acquired. (c) Employee shall promptly report and any works disclose in progress, whether writing to the chief executive officer of the Corporation all Inventions (i) made or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned developed by ExecutiveEmployee (in whole or in part, either alone or jointly with others any member(s) of his team or department) during the term of his employment, or (collectivelyii) conceived, “Inventions”)reduced to practice, or developed by him within twelve (12) months of the termination of his employment by the Corporation. (d) all Inventions made, conceived, reduced to practice or developed by Employee (in whole or in part, either alone or jointly with any member(s) of his team or department) during his employment shall be works-made-for-hire and the Company shall be deemed the sole owner throughout property of the universe Corporation to the maximum extent permitted by applicable state labor or other law, copies of which laws Employee hereby represents that he has been furnished with by the Corporation and understands. (e) upon request by the Corporation, Employee shall from time to time as may be reasonably required, perform, during and after cessation of his employment by the Corporation, all acts deemed necessary or desirable by the Corporation to permit and assist it, at the Corporation’s expense, in perfecting, establishing, securing, obtaining, maintaining, evidencing, defending and enforcing any Intellectual Property Rights and/or the assignment contained herein with respect thereto in any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest theretocountries, including any without limitation, execution of documents and all Proprietary Rights of whatsoever nature therein, whether assistance or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same cooperation in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Inventionlegal proceedings. (bf) Executive agrees that, from time to timeEmployee hereby irrevocably designates and appoints the Corporation and its duly authorized officers and agents, as may be requested his agents and attorneys-in-fact, with full power of substitution, to act for and on his behalf and in his stead, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable Employee. (g) to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Moral Rights in the Inventions that cannot be assigned under applicable law and to the extent permissible under the laws in the manner described abovevarious countries in which the doctrine of Moral Rights is recognized, Executive unconditionally and irrevocably Employee hereby waives any Moral Rights, consents to any action of the enforcement Corporation that would violate such Moral Rights in the absence of such Proprietary Rights. This Section 9(b) is subject to consent, and shall not be deemed confirm any such waivers and consents from time to limit, restrict, or constitute any waiver time as requested by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the CompanyCorporation. (ch) Executive attached hereto as Schedule 7.2(h) is a complete list of all existing Inventions to which Employee claims ownership as of the date of this Agreement and that Employee intends to specifically clarify as not being subject to either this Agreement or the Intellectual Property Assignment Agreement, and Employee hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, represents that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Companysuch list is complete.

Intellectual Property Rights. (a) Executive agrees Employee acknowledges that the results and proceeds of Executive’s services for the Company (includingproprietary rights to any original works, but not limited toconcepts, any trade secretssoftware, productsmanuals, servicesprograms, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveriesroutines, inventions, ideastrademarks, source servicemarks, and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were tradenames made, developed, conceivedor conceived by Employee, whether singularly or reduced to practice or learned by Executivein conjunction with another Person, either alone or jointly with others during the term of this Agreement (collectively, “collectively "Inventions”), ") shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe property of any and all trade secretEmployer. Accordingly, patent, copyrightEmployee agrees as follows: (a) Employee hereby assigns, and other intellectual property rights (collectivelyshall assign in the future, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and Employee's rights in or to all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such InventionInventions. (b) Executive agrees that, from time Employee shall promptly disclose in writing to time, as may be Employer any Invention. If requested by the Company Employer, Employee will execute, file, and at the Company’s sole cost and expense, Executive shall do prosecute any and all things that applications and assignments necessary or proper to vest in Employer the Company may reasonably deem useful or desirable complete rights in and to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives If Employer chooses to pursue any patent or other application for any Invention, Employer shall bear all costs and quitclaims fees in connection with the application. (d) If Employer declines in writing to pursue any patent or other application for an Invention, Employee may with the Company written consent of Employer pursue the application in Employee's own name and at Employee's own expense, provided that Employer shall have a perpetual, world-wide, royalty-free license and right to us, or to adapt and develop in any way, any and all claimsInventions, whether or not protectable under any applicable law. (e) Upon the termination of this Agreement for, any nature whatsoeverreason, that Executive now Employee shall deliver to Employer any and all notes, records, documents and other material relating to any completed or may hereafter have for infringement incomplete Inventions which Employee worked on prior to such termination. (f) Except as set forth on Schedule C attached to and incorporated in this Agreement, Employee shall not assert any rights to any Inventions as having been made or acquired by Employee prior to being employed by Employer, or since then and not covered by this Agreement. (g) Employee need not assign to Employer any rights to any invention, etc. wholly conceived and developed by Employee after the termination of any Proprietary Rights assigned hereunder to this Agreement, unless the Companyconception or development of such invention, etc. involves the use of confidential or proprietary information obtained by Employee while employed by Employer.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company or its subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its subsidiaries or Affiliates), and the Company or such subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 obligation to assist the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executive’s employment with the Company. (c) Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. (d) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (ba) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b8(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, including reasonable compensation to Executive if such services occur after the Term, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 8 shall continue beyond the termination of Executive’s employment with the CompanyCompany and expiration of the Term. (cb) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. 14.1 The Executive and the Company foresee that he may make, discover and/or create Inventions, Authorship Rights, Works or Information (aas each of those terms are defined below) Executive agrees in the course of his duties under this Agreement and agree that the results Executive has special obligations to further the interests of the Company. You agree to the terms set out in this Clause 14 in consideration for the salary and proceeds benefits set out in Clauses 5, 9, 9 and 10 above. 14.2 If the Executive (whether alone or with others) shall at any time during the period of Executive’s services for his employment with the Company make an invention (whether or not patentable within the meaning of the Patents Act 1977) relating to or capable of being used in the business of the Company or any Associated Companies (referred to in this Agreement as "Invention") he shall promptly disclose to the Company full details of such Invention to enable the Company to assess it and to determine whether under the applicable law the Invention is the property of the Company (includingprovided that any Invention which does not belong to the Company shall be treated as confidential by the Company). 14.3 If the Executive (whether alone or with others) shall at any time during the period of his employment with the Company create any documents, but not limited todata, any trade secretsdrawings, productsspecifications, servicesarticles, processescomputer programmes, know-howsoftware (object or source code), equipment, network designs, developmentsbusiness logic, innovationsnotes, analysessketches, drawings, reports, techniquesmodifications, formulastools, methods, developmental scripts or experimental work, improvements, discoveries, inventions, ideas, source other items directly or indirectly in the course of his employment and object codes, programs, writing relating to or capable of being used in the business of the Company or any Associated Companies in which the Executive is involved ("Works") he shall promptly provide such Works to the Company and other works title in and to the tangible property of authorship) resulting from services performed while an employee the Works shall immediately upon creation or performance vest in and shall be and remain the sole and exclusive property of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced the Executive hereby irrevocably and unconditionally assigns to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company all right, title and interest in and to the same. 14.4 If any copyright, design right (whether registered or unregistered) or database rights in the Works (together "Authorship Rights") or any Invention belong to the Company, the Executive shall be deemed consider himself as a trustee for the sole Company in relation to all such Authorship Rights or Invention and shall, at the request and expense of the Company, do all things necessary to vest all rights, title and interest in such Authorship Rights or Invention in the Company or its nominee absolutely as legal and beneficial owner throughout the universe of any and all trade secret, to secure and preserve full patent, copyright, and design right or other intellectual property rights (collectively, “Proprietary Rights”) appropriate forms of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity protection therefor in any manner part of the world as the Company determines shall in its sole discretion, without discretion think fit. 14.5 If any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Authorship Rights which or Invention do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, belong to the Company, and the Company shall have the right to acquire for itself or its nominee the Executive's rights in such Authorship Rights or Invention within three months after disclosure or provision pursuant to Clause 14.2 or 14.3 of this Agreement (as applicable), (or three months after the Company has actual knowledge of the existence of such Authorship Rights or Invention, where the Executive fails to disclose or provide documents or information pursuant to Clause 14.2 or 14.3 of this Agreement (as applicable)) on fair and reasonable terms to be agreed or in default of agreement within one month to be acquired at a price to be determined by a single expert to be nominated in default of agreement, at the request of either the Company or the Executive, by the President for the time being of the Chartered Institute of Patent Agents or in default by the Courts. 14.6 If the Executive (whether alone or with others) shall at any time during the term of his employment generate any idea, method or information relating to the business, finances or affairs of the Company in which he is involved capable of use the same in perpetuity throughout the universe in any manner determined by the Company without or any further payment to Executive whatsoever. As to any Associated Companies which is not an Invention that Executive is required to assign, or Works (hereinafter called "Information") the Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement full details of such Proprietary Rights. This Section 9(b) is subject Information and he acknowledges that such Information belongs to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) 14.7 The Executive hereby waives and quitclaims shall give notice in writing to the Company any and all claims, promptly on becoming aware of any nature whatsoever, that Executive now infringement or may hereafter have for suspected infringement of any Proprietary intellectual property rights in any Invention, Authorship Rights, Works or Information. The Executive shall also notify the Company promptly on becoming aware of any infringement or suspected infringement of any other intellectual property rights which the Executive should reasonably believe to be vested in or owned by the Company or any Associated Companies or of any use by or disclosure to a third party (which he should reasonably believe to be unauthorised by the Company) of any Confidential Information. 14.8 Save for clause 14.7, rights and obligations under this Agreement shall continue in force after the termination of this Agreement in respect of each or each set of Invention, Authorship Rights, Works and Information and shall be binding upon the Executive's representatives. 14.9 The Executive irrevocably waives any rights he may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Axx 0000 and any foreign corresponding rights in respect of all Authorship Rights assigned hereunder owned by the Company, or acquired by the Company or to be acquired by the Company pursmint to Clause 14.5. 14.10 The Executive hereby irrevocably appoints the Company to be his Attorney in his name and on his behalf to execute and do any such instrument or thing as may be required and generally to use the Executive's name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this Agreement (or of the Company's entitlement under statute) and in favour of any third party a certificate in writing signed by any director or the secretary of the Company that any instrument or act falls within the authority hereby confirmed shall be conclusive evidence that such is the case.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for employment by the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, track record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of employed hereunder by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company Board determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-work made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the CompanyCompany (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company Board or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company Board and at the Company’s sole cost and expense, Executive shall do any and all reasonable and lawful things that the Company Board may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b10(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of Executive’s employment by the Company. Executive further agrees that, from time to time, as may be requested by the Board and at the Company’s being Executive’s employersole cost and expense, Executive shall assist the Company in every reasonable, proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 obligation to provide reasonable assistance to the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executive’s employment with the CompanyTerm. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (a) Executive agrees 2.1 I confirm that the results and proceeds of Executive’s services for the Company (including, but not limited all Confidential Information made available to, received by, or generated by me remains the Company's property, and no license or other rights are granted. All files, records, documents, drawings, specifications, equipment, notebooks, notes, memoranda, diagrams, blueprints, bulletins, formula, reports, analyses, computer programs, and other data of any kind relating to the Company, whether prepared by me or otherwise coming to my possession, and whether classified as Confidential Information or not, remain the Company's exclusive property. 2.2 Without derogating from the Company's rights under law and/or agreement, I agree that all discoveries, ideas, developments, inventions, improvements, mask works, trade secrets, productscopyrights, servicesmodifications, processesconcepts, techniques, methods, technologies, know-how, designs, developmentsdata, innovationsprocesses, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progressproprietary information, whether or not patentable or registrable under copyright otherwise protectable, and all intellectual property rights associated therewith, which I may (or similar statuteshave) invent(ed), that were mademake(de), developeddevelop(ed), conceiveddiscover(ed), conceive(d) or reduced to practice create(d), in whole or learned by Executivein part, either alone independently or jointly with others (collectivelyothers, “Inventions”)as a result of or within the framework of my employment and/or with the use of any Company's equipment, supplies, facilities, or proprietary information, are and shall be works-made-for-hire the sole and exclusive property of the Company (all of the above: the "IP Rights"). I shall be deemed have no rights, claims or interest whatsoever in or with respect to the sole owner throughout the universe of any and all trade secret, patent, copyrightIP Rights, and other intellectual property rights (collectively, “Proprietary Rights”) for the removal of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive doubt I hereby irrevocably assigns and agrees to unconditionally assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claimsrights and interests therein. 2.3 If and to the extent any additional action is required from me in order to perfect, of any nature whatsoeverenforce, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder defend said IP Rights, as described above, and effectuate the Company's title and interest therein, including to effect the formal transfer thereof to the Company, I shall take all necessary measures and fully cooperate, during and after my employment, and perform any such action immediately upon the Company's request. I undertake to promptly disclose to the Company and transfer immediately upon their creation any and all information, documentation and details with respect to the IP Rights and to keep accurate records relating to the conception and reduction to practice of all IP Rights, and to provide any and all assistance, including the preparation or execution, as applicable, of documents, declarations, assignments, drawings and other data.

Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b8(b) is subject to and shall not be deemed to limit, restrict, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, including reasonable compensation to Executive if such services occur after the Term, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 8 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

Intellectual Property Rights. (ai. During the employment of the employee Company shall retain all rights, title interest or intellectual Property created evolve, initiate. Contribute to or improved upon such creation, conception, development, contribution Or improvement. Company will not be granted any licence for intellectual property rights. ii. Any secret or notice related to the company like copyright, trademark, symbol, logo, any legend, software, theme will not be disclosed by the Employee. iii. To the extent that any rights referred to under Clause-(i) Executive agrees that the results and proceeds of Executive’s services for do not vest with the Company (includingautomatically as per the terms above or through the operation of law, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source the Employee hereby irrevocably and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue assigns to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto(including without limitation any Intellectual Property Rights), including any and all Proprietary Rights of whatsoever nature therein, whether or not that is now or hereafter knownmay be available, existing, contemplated, recognized, or developed, to the Company, in (a) any Company Intellectual Property; and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees thatany Proprietary Information that the Employee may have conceived, from time created, improved upon, developed or contributed to timebefore the Effective Date, as may be requested by the Company and at the Company’s sole cost and expensepart of his association with, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights contribution to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond incorporation (including as part of work undertaken for the termination business of Executive’s employment with the CompanyCompany before its incorporation). (c) Executive hereby waives iv. The Employee agrees that any copyrightable works that are prepared by the Employee, within his scope of service, is “work for hire” and quitclaims will belong to the company, which means that the employee will not be considered as a first owner and the company will be the first owner of such copyrightable xxxx.Xx the extent that the Company is not considered the first owner of the Intellectual Property Rights created by the Employee, the copyright and all related rights, title and interest in all such Company Intellectual Property is irrevocably assigned by the Employee to the Company in consideration of the Employment which shall be considered as valid and adequate consideration. The Employee hereby waives any right to and all claims, agrees that he shall not raise any objection or claims under applicable law in respect of ownership of such Company Intellectual Property. v. The work which are created by the employee in the form of any nature whatsoeverhardware or software, that Executive now design, model, intellectual property or may hereafter have for infringement important papers, the code of software, protocol all these are considered to the property of the company and employee doesn't has any right to share them with anyone. vi. Without any fee or payment the employee shall do all the work thinks including sanction of the important papers but according to clause-3 on the behalf of any Proprietary Rights assigned hereunder intellectual property right the employee has completely right in the company. vii. As referred in the clause-3 the employee irremediable specify the company as his attorney to execute his name and on the Companycost of the employee all the works and papers as may be required. viii. During the employment the employee will not hamper the intellectual property right any of the third party. ix. The employee accepts that the employment and the salary paid by the company is help him to his personal and professional growth to be by the terms and conditions of this agreement.

Intellectual Property Rights. (a) Executive agrees that he will make prompt and full disclosure to Employer, will hold in trust for the results sole right and proceeds benefit of Employer, and will promptly assign to Employer, all of Executive’s services for 's right, title and interest in and to any trademarks, service marks, trade names, patents and copyrights, all applications therefor and registrations thereof in the Company (includingUnited States and all foreign countries, but not limited to, any all trade secrets, products, services, processes, know-how, designsworks of authorship, inventions, innovations, improvements, developments, innovationsmethods, designs, analyses, drawings, reportsreports and similar or related information, techniqueswhich Executive solely or jointly conceives, formulasdevelops, methodsor reduces to practice, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, causes to be conceived, developed or reduced to practice practice, or learned by Executivewith respect to which Executive or any entity with which Executive is affiliated obtains any ownership interest in, either alone or jointly with others during the Term of Employment (collectively, “Inventions”the "Executive Property"), shall be works-made-for-hire and . To the Company shall be deemed extent any of the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights of the type noted in this subparagraph 9 (collectively, “Proprietary Rights”a) of whatsoever nature therein, whether or have not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined been acquired by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assignEmployer, Executive shall promptly assign all of his right, title and fully disclose interest in such property to the Company all information known to Executive concerning such InventionEmployer. (b) Executive agrees that, from time to timeacknowledges that all works of authorship which are made by him (solely or jointly with others) within the scope of his employment and during the Term of Employment shall be deemed "works made for hire", as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout term is defined in the United States Copyright Act (17 U.S.C. 101 et. seq.), such that Employer shall be considered the author of America such works and owner of all copyrights therein. Executive warrants and represents that all works of authorship which he made (solely or any other country jointly with others) within the scope of any his employment and during all Proprietary Rights in times he was employed by the predecessors-in-interest to Employer were likewise deemed to be "works made for hire," such that the respective predecessors-in-interest to Employer were considered the authors of such works and owners of all copyrights therein. In the event that any such Inventions, including works made during the execution Term of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrictEmployment with Employer, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being made during Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s 's employment with the Companypredecessors-in-interest to Employer, are for any reason not held to be works made for hire, Executive hereby irrevocably assigns to Employer all of Executive's right, title and interest in and to such works and all copyrights therein, whether now existing or hereafter created. (c) Executive agrees to assist and cooperate with Employer as may be necessary or desirable from time to time in furtherance of the purposes of this paragraph 9, including, without limitation, the execution, verification and delivery of documents and the doing or taking of such lawful actions as Employer may reasonably request in the United States and all foreign countries. Without limiting the generality of the foregoing, Executive agrees without further compensation to execute and deliver such documents and take such actions (including appearing as a witness) as may be useful to enable Employer to apply for, register, obtain, assign, perfect, evidence, sustain, record and enforce any of the Executive Property and/or other rights assigned or to be assigned to Employer pursuant to this Agreement, in the United States and all foreign countries, and in connection with the assignments (and recording thereof) of such Executive Property and/or other rights to Employer or its designee. The obligations of Executive pursuant to this paragraph 9(c) shall continue beyond the Term of Employment, but following the Term of Employment with Employer, Employer shall compensate Executive at a reasonable rate after Executive's termination for the time actually spent by Executive in this connection at Employer's request. (d) Executive hereby waives and quitclaims assigns to the Company Employer any and all claims, of any nature whatsoever, that which Executive may now or may hereafter have for infringement infringement, including past infringement, of any Proprietary Rights rights assigned hereunder or to the Companybe assigned to Employer pursuant to this Agreement.

Intellectual Property Rights. (a) Executive agrees that the 5.1 All results and proceeds of Executive’s services for the Company Services performed under this Consulting Agreement (includingcollectively, but not limited tothe "Deliverables") and all other writings, any trade secretstechnology, productsinventions, servicesdiscoveries, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source concepts, research, proposals, and object codesmaterials, programs, writing and all other works work product of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutesnature whatsoever, that were madeare created, developedprepared, produced, authored, edited, modified, conceived, or reduced to practice in the course of performing the Services or learned by Executive, either alone other work performed in connection with the Services or jointly with others this Consulting Agreement (collectively, “Inventions”and including the Deliverables, "Work Product"), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secretsecrets, patentknow-how, copyrightand other confidential or proprietary information, and other intellectual property rights (collectively, “Proprietary collectively "Intellectual Property Rights”") of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with shall be owned exclusively by the right to use Company. You acknowledge and agree that any and all Work Product that may qualify as "work made for hire" as defined in the same in perpetuity in any manner Copyright Act of 1976 (17 U.S.C. § 101) is hereby deemed "work made for hire" for the Company determines and all copyrights therein shall automatically and immediately vest in its sole discretion, without the Company. To the extent that any further payment to Executive whatsoever. If, Work Product does not constitute "work made for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue hire," you hereby irrevocably assign to the Company under the immediately preceding sentenceand its successors and assigns, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s for no additional consideration, your entire right, title, and interest theretoin and to such Work Product and all Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof. 5.2 To the extent any copyrights are assigned under this Section, you hereby irrevocably waive in favor of the Company, to the extent permitted by applicable law, any and all Proprietary Rights of whatsoever nature therein, whether or not claims you may now or hereafter knownhave in any jurisdiction to all rights of paternity or attribution, existingintegrity, contemplateddisclosure, recognized, or developed, and withdrawal and any other rights that may be known as "moral rights" in relation to all Work Product to which the assigned copyrights apply. 5.3 As between you and the Company, and the Company shall is, and will remain, the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, data, know-how, methodologies, software, and other materials provided to you by the Company ("Company Materials"), and all Intellectual Property Rights therein. You have no right or license to reproduce or use any Company Materials except solely during the Term to the extent necessary to perform your obligations under this Consulting Agreement. All other rights in and to the Company Materials are expressly reserved by the Company. You have no right or license to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assignCompany's trademarks, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees thatservice marks, from time to timetrade names, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.logos,

Intellectual Property Rights. (a) 6.1 The Executive acknowledges and agrees that the results and proceeds of Executive’s services for the Company (includingall ideas, but not limited tomethods, any trade secretsinventions, discoveries, improvements, work products, servicesdevelopments, processessoftware, know-how, designs, developments, innovations, analyses, drawings, reportsprocesses, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing works of authorship and other works work product, whether patentable or unpatentable, that are (A) conceived and reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of authorship) resulting from services performed while an employee any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his/her employment, and/or (B) suggested by any works work that the Executive performs in progressconnection with the Company during his/her employment and related to the business, operations or actual or demonstrably anticipated research and development of the Company, either while performing his/her duties with the Company or on his/her own time, shall belong exclusively to the Company (or its designee), whether or not patentable patent or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others other applications for intellectual property protection are filed thereon (collectively, the “Inventions”). The Executive hereby irrevocably conveys, shall transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Executive’s employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights. The Executive agrees to reasonably assist Company with any required inventor assignments and/or declarations necessary to effect such patent filings, at the expense of Company. 6.2 Such rights include inventions, creations, designs, use patterns, trademarks and other marks as well as copyrights and associated rights including, to the extent possible, moral rights and rights applicable rules of law and rights in know-how. 6.3 The assignment includes any right, which may be works-made-for-hire exercised at any time under the rules of law in any jurisdiction whatsoever. The assignment is subject to no restrictions whatsoever, and the Company is entitled to reassign such rights in whole or in part. 6.4 The Executive is not entitled to receive financial compensation for such intellectual property; as such, payment is included in the agreed compensation described in this Agreement. 6.5 At Company’s request, Executive shall be deemed the sole owner throughout the universe of execute and deliver to Company any and all trade secretapplications, patentassignments or other instruments and perform such other acts to assist Company in applying for obtaining patents, copyright, copyrights and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature recognized by the U.S. or any foreign country or to otherwise protect Company’s interests therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to . Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the provide Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time or ascertainable by him/her and all documents and other materials and objects pertaining to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights rights in the Inventions that cannot be assigned are in the manner described abovepossession of or accessible to him/her, and further, at any trial, hearing, deposition, or other legal proceeding where Executive is called as a witness by Company, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject agrees to and shall not be deemed testify to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership all facts pertaining to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employerrights in the Inventions for which Executive is competent to testify. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use The obligations set forth in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with Company and shall be binding upon his/her assigns, executors, administrators and other legal representatives. In the Company. (c) event Company is unable to secure Executive’s signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other right to protection relating to any Inventions, whether due to mental or physical incapacity or any other cause, Executive hereby waives irrevocably designates and quitclaims to appoints the Company and each of its duly authorized officers and agents as his or her agent and attorney-in-fact, to act for and in his/her behalf and stead to execute and file any such document and to do all claimsother lawfully permitted acts to further the prosecution, issuance and enforcement of any nature whatsoeverpatents, that Executive now copyrights, or may hereafter have for infringement of any Proprietary Rights assigned hereunder to other rights or protections with the Companysame force and effect as if executed and delivered by Executive.