Common use of Inventions and Improvements Clause in Contracts

Inventions and Improvements. With respect to any and all inventions (as defined in Section 7(e) below) made or conceived by the Executive, whether or not during his hours of employment, either solely or jointly with others, during the Period of Employment, without additional consideration: (a) The Executive shall promptly inform the Company of any such invention. (b) Any such invention, whether patentable or not, shall be the property of the Company, and the Executive hereby assigns and agrees to assign to the Company all his rights to any such invention, and to any United States and/or foreign letters patent granted upon any such invention or any application therefor. (c) The Executive shall apply, at the Company’s request and expense, for United States and/or foreign letters patent either in the Executive’s name or otherwise as the Company may desire. (d) The Executive shall acknowledge and deliver promptly to the Company, without charge to the Company but at its expense, all sketches, drawings, models and figures and other information and shall perform such other acts, such as giving testimony in support of his inventorship, as may be necessary in the opinion of the Company to obtain and maintain United States and/or foreign letters patent and to vest the entire right and title thereto in the Company. (e) For purposes of this Section, the term “invention” shall be deemed to mean any discovery, concept or idea (whether patentable or not), including but not limited to processes, methods, formulas, techniques, hardware developments and software developments, as well as improvements thereof or know-how related thereto, (i) concerning any present or prospective activities of the Company and its affiliates and (ii) (A) which the Executive becomes acquainted with as a result of his employment by the Company, (B) which results from any work he may do for, or at the request of, the Company or any of its affiliates, (C) which relate to the Company’s or any affiliates’ business or actual or demonstrably anticipated research and development, or (D) which are developed in any part by use of the Company’s or any such affiliates’ equipment, supplies, facilities or trade secrets. The parties hereto agree that the covenants and agreements contained in this Section 7 are, taken as a whole, reasonable in their scope and duration, and no party shall raise any issue of the reasonableness of the scope or duration of any such covenants in any proceeding to enforce any such covenants.

Inventions and Improvements. With respect to any and all inventions --------------------------- (as defined in Section 7(e) below) made or conceived by the Executive, whether or not during his hours of employment, either solely or jointly with others, during the Period of Employment, without additional consideration: (a) The Executive shall promptly inform the Company of any such invention. (b) Any such invention, whether patentable or not, shall be the property of the Company, and the Executive hereby assigns and agrees to assign to the Company all his rights to any such invention, and to any United States and/or foreign letters patent granted upon any such invention or any application therefor. (c) The Executive shall apply, at the Company’s 's request and expense, for United States and/or foreign letters patent either in the Executive’s 's name or otherwise as the Company may desire. (d) The Executive shall acknowledge and deliver promptly to the Company, without charge to the Company but at its expense, all sketches, drawings, models and figures and other information and shall perform such other acts, such as giving testimony in support of his inventorship, as may be necessary in the opinion of the Company to obtain and maintain United States and/or foreign letters patent and to vest the entire right and title thereto in the Company. (e) For purposes of this Section, the term “"invention” " shall be deemed to mean any discovery, concept or idea (whether patentable or not), including but not limited to processes, methods, formulas, techniques, hardware developments and software developments, as well as improvements thereof or know-how related thereto, (i) concerning any present or prospective activities of the Company and its affiliates and (ii) (A) which the Executive becomes acquainted with as a result of his employment by the Company, (B) which results from any work he may do for, or at the request of, the Company or any of its affiliates, (C) which relate to the Company’s 's or any affiliates’ ' business or actual or demonstrably anticipated research and development, or (D) which are developed in any part by use of the Company’s 's or any such affiliates’ ' equipment, supplies, facilities or trade secrets. The parties hereto agree that the covenants and agreements contained in this Section 7 are, taken as a whole, reasonable in their scope and duration, and no party shall raise any issue of the reasonableness of the scope or duration of any such covenants in any proceeding to enforce any such covenants.

Inventions and Improvements. With respect to any and all --------------------------- inventions (as defined in Section 7(e) below) made or conceived by the Executive, whether or not during his hours of employment, either solely or jointly with others, during the Period of Employment, without additional consideration: (a) The Executive shall promptly inform the Company of any such invention. (b) Any such invention, whether patentable or not, shall be the property of the Company, and the Executive hereby assigns and agrees to assign to the Company all his rights to any such invention, and to any United States and/or foreign letters patent granted upon any such invention or any application therefor. (c) The Executive shall apply, at the Company’s 's request and expense, for United States and/or foreign letters patent either in the Executive’s 's name or otherwise as the Company may desire. (d) The Executive shall acknowledge and deliver promptly to the Company, without charge to the Company but at its expense, all sketches, drawings, models and figures and other information and shall perform such other acts, such as giving testimony in support of his inventorship, as may be necessary in the opinion of the Company to obtain and maintain United States and/or foreign letters patent and to vest the entire right and title thereto in the Company. (e) For purposes of this Section, the term “"invention” " shall be deemed to mean any discovery, concept or idea (whether patentable or not), including but not limited to processes, methods, formulas, techniques, hardware developments and software developments, as well as improvements thereof or know-how related thereto, (i) concerning any present or prospective activities of the Company and its affiliates and (ii) (A) which the Executive becomes acquainted with as a result of his employment by the Company, (B) which results from any work he may do for, or at the request of, the Company or any of its affiliates, (C) which relate to the Company’s 's or any affiliates’ ' business or actual or demonstrably anticipated research and development, or (D) which are developed in any part by use of the Company’s 's or any such affiliates’ ' equipment, supplies, facilities or trade secrets. The parties hereto agree that the covenants and agreements contained in this Section 7 are, taken as a whole, reasonable in their scope and duration, and no party shall raise any issue of the reasonableness of the scope or duration of any such covenants in any proceeding to enforce any such covenants.

Inventions and Improvements. With respect to any and all inventions (as defined in Section 7(e6(e) below) made or conceived by the Executive, whether or not during his hours of employment, either solely or jointly with others, during the Period of Employment, without additional consideration: (a) The Executive shall promptly inform the Company of any such invention. (b) Any such invention, whether patentable or not, shall be the property of the Company, and the Executive hereby assigns and agrees to assign to the Company all his rights to any such invention, and to any United States and/or foreign letters patent granted upon any such invention or any application therefor. (c) The Executive shall apply, at the Company’s request and expense, for United States and/or foreign letters patent either in the Executive’s name or otherwise as the Company may desire. (d) The Executive shall acknowledge and deliver promptly to the Company, without charge to the Company but at its expense, all sketches, drawings, models and figures and other information and shall perform such other acts, such as giving testimony in support of his inventorship, as may be necessary in the opinion of the Company to obtain and maintain United States and/or foreign letters patent and to vest the entire right and title thereto in the Company. (e) For purposes of this Section, the term “invention” shall be deemed to mean any discovery, concept or idea (whether patentable or not), including but not limited to processes, methods, formulas, techniques, hardware developments and software developments, as well as improvements thereof or know-how related thereto, (i) concerning any present or prospective activities of the Company and its affiliates and (ii) (A) which the Executive becomes acquainted with as a result of his employment by the Company, (B) which results from any work he may do for, or at the request of, the Company or any of its affiliates, (C) which relate to the Company’s or any affiliates’ business or actual or demonstrably anticipated research and development, or (D) which are developed in any part by use of the Company’s or any such affiliates’ equipment, supplies, facilities or trade secrets. (f) If the Company is unable, after reasonable effort, to secure the signature of the Executive with respect to any document needed by the Company to enforce its rights under this Section 6, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as each the Company may deem necessary or desirable in order to protect its rights and interests in any invention, under the conditions described in this sentence. The parties hereto agree that the covenants and agreements contained in this Section 7 6 are, taken as a whole, reasonable in their scope and duration, and no party shall raise any issue of the reasonableness of the scope or duration of any such covenants in any proceeding to enforce any such covenants.

Inventions and Improvements. With 6.01 The Employee agrees that any and all discoveries, inventions or improvements, whether patentable or not, made, discovered, conceived, invented or improved by the Employee during the term of his/her employment hereunder (and all discoveries, inventions, or improvements, whether patentable or not, made, discovered, conceived, invented or improved by the Employee during the term of any previous employment, relationship or Contract with The Employer) in any way relating to any process, formula, plan, skill, research, equipment, device, structure, programme, machinery or method of doing business, including modes of merchandising and marketing personnel placement, developed or being developed, made, used or sold by or known to the Employer during the term of employment of the Employee hereunder (or, if applicable, during the course of his/her previous employment, relationship or Contract with the Employer) or resulting from or suggested by any work which the Employee may do for the Employer are and shall remain the sole, exclusive property of the Employer and the Employee agrees that he/she will, whenever as requested (and without expense to the Employer), convey to the Employer to the sole and exclusive right, title and interest in and to the said inventions and/or improvements and execute any and all applications, assignments and other instruments which the Employer may deem necessary in order for it to apply for and receive patents, trademarks, trade names, copyrights and the like in the Philippines or in foreign countries for said inventions or improvements. The Employee’s obligation to execute the papers herein referred to shall continue beyond the termination of this Contract with respect to any and all inventions (as defined in Section 7(e) below) and improvements conceived of or made by him/her during the term of this Contract or conceived by during the Executive, whether or not during his hours term of any previous employment, relationship or Contract with the Employer and such obligations shall be binding upon the heirs, executors, administrators or legal personal representatives of the Employee. The Employee shall not (either solely or jointly with others, during the Period continuance of Employment, without additional consideration: (a) The Executive shall promptly inform the Company of any such invention. (b) Any such invention, whether patentable or not, shall be the property of the Company, and the Executive hereby assigns and agrees to assign to the Company all his rights to any such invention, and to any United States and/or foreign letters patent granted upon any such invention or any application therefor. (c) The Executive shall apply, at the Company’s request and expense, for United States and/or foreign letters patent either in the Executive’s name or otherwise as the Company may desire. (d) The Executive shall acknowledge and deliver promptly to the Company, without charge to the Company but at its expense, all sketches, drawings, models and figures and other information and shall perform such other acts, such as giving testimony in support of his inventorship, as may be necessary in the opinion of the Company to obtain and maintain United States and/or foreign letters patent and to vest the entire right and title thereto in the Company. (e) For purposes of this Section, the term “invention” shall be deemed to mean any discovery, concept or idea (whether patentable or not), including but not limited to processes, methods, formulas, techniques, hardware developments and software developments, as well as improvements thereof or know-how related thereto, (i) concerning any present or prospective activities of the Company and its affiliates and (ii) (A) which the Executive becomes acquainted with as a result of his his/her employment by the Company, (B) which results from any work he may do for, Employer or at the request of, the Company or any time thereafter) disclose any of its affiliatessuch discoveries, (C) which relate inventions and improvements to the Company’s any Person or use any affiliates’ business such discovery, invention or actual improvement for his/her own purposes or demonstrably anticipated research and development, or (D) which are developed in for any part by use purposes other than those of the Company’s or any such affiliates’ equipment, supplies, facilities or trade secrets. The parties hereto agree that the covenants and agreements contained in this Section 7 are, taken as a whole, reasonable in their scope and duration, and no party shall raise any issue of the reasonableness of the scope or duration of any such covenants in any proceeding to enforce any such covenantsEmployer.

Inventions and Improvements. With respect 6.2.1 If during the term of the Executive's employment, the Executive conceives or makes any improvement, discovery or invention relating to any and all inventions (as defined in Section 7(e) below) made article, machine, process, or conceived composition of matter, made, used, sold or under development by the ExecutiveCompany, whether or not during his hours pertaining to the business of employmentthe Company, either solely or jointly with othersthe Executive agrees to fully and promptly disclose the same to the Company. Each such improvement, during the Period of Employment, without additional consideration: (a) The Executive shall promptly inform the Company of any such invention. (b) Any such invention, whether patentable or not, discovery and invention shall be the exclusive property of the Company. The Executive further agrees that he will promptly make full disclosure to the Company, and will hold in trust for the sole right and benefit of the Company, any inventions, discoveries, developments, improvements or trade secrets which the Executive hereby solely or jointly conceives or develops, or reduces to practice, or causes to be conceived, or developed, or reduced to practice, during the period of the Executive's employment with the Company and for six (6) months thereafter, which relate to or are connected with the Executive's employment, or the work, processes, techniques, formulas, products, experiments, or developments or any of the work or business of the Company. The Executive assigns and agrees to assign to the Company all of his rights right, title and interest in and to any all such inventioninventions, discoveries, developments, improvements, and to any United States and/or foreign letters patent granted upon any such invention or any application therefor. (c) The Executive shall applytrade secrets and agrees that he will, at the request of the Company’s request and expense, for United States and/or foreign letters patent either in whether made by the Company during or after the termination of the Executive’s name 's employment, and without expense to the Executive, make, execute and deliver all applications, assignments or otherwise instruments, and perform or cause to be performed, such other lawful acts as the Company may desiredeem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents, trademarks, or copyrights, or which may be procured with respect to any of the foregoing. (d) The Executive shall acknowledge and deliver promptly to the Company, without charge to the Company but at its expense, all sketches, drawings, models and figures and other information and shall perform such other acts, such as giving testimony in support of his inventorship, as may be necessary in the opinion of the Company to obtain and maintain United States and/or foreign letters patent and to vest the entire right and title thereto in the Company. (e) For purposes of this Section, the term “invention” shall be deemed to mean any discovery, concept or idea (whether patentable or not), including but not limited to processes, methods, formulas, techniques, hardware developments and software developments, as well as improvements thereof or know-how related thereto, (i) concerning any present or prospective activities of the Company and its affiliates and (ii) (A) which the Executive becomes acquainted with as a result of his employment by the Company, (B) which results from any work he may do for, or at the request of, the Company or any of its affiliates, (C) which relate to the Company’s or any affiliates’ business or actual or demonstrably anticipated research and development, or (D) which are developed in any part by use of the Company’s or any such affiliates’ equipment, supplies, facilities or trade secrets. 6.2.2 The parties hereto agree that the covenants and agreements provisions contained in this Section 7 are, taken 6.2 shall not be construed as a wholewaiver by the Company of its shop rights and any other improvement, reasonable in their scope and durationdiscovery or invention developed during the working hours or times for which the Executive shall be compensated by the Company or developed by the use of materials, and no party shall raise any issue of facilities or information furnished by the reasonableness of the scope or duration of any such covenants in any proceeding to enforce any such covenantsCompany.

Inventions and Improvements. With respect (a) The Employee hereby assigns to the Company (or, at the discretion of the Company, any of its subsidiaries that is designates) an exclusive right to all inventions, discoveries, ideas and all inventions (as defined in Section 7(e) below) improvements made or conceived by the Executivehim, whether or not during his hours of employment, either solely alone or jointly with others, during relevant to the Period subject matter of Employmenthis employment, without additional consideration: (a) The Executive shall promptly inform prior to the Company date of any such inventionhis employment hereunder. (b) Any In carrying out research, developmental and productive activities for the Company and its subsidiaries, the Employee shall accurately record the precise nature thereof and the data derived therefrom, and all such invention, whether patentable or not, data and records shall be and remain the sole and exclusive property of the Company, Company and the Executive hereby assigns and agrees to assign to the Company all his rights to any such invention, and to any United States and/or foreign letters patent granted upon any such invention or any application thereforits subsidiaries. (c) The Executive shall applyEmployee hereby recognizes as the exclusive property of the Company and hereby assigns to the Company (and, as appropriate, its subsidiaries) without further consideration: (i) all inventions, discoveries, ideas, copyright rights, mask works, improvements and any other intellectual property made, conceived or discovered, by the Employee during the term of this Agreement, whether by himself or jointly with others (whether or not employees of the Company or its subsidiaries) and whether or not made at the Company’s request 's premises or during working hours, relating or pertaining in any way to the kind of business or any tests, research or development carried on by the Company, or any subsidiary or affiliate of the Company; and (ii) all of his right, title and expense, interest in and to each application for Letters Patent of the United States and/or or of any foreign letters patent country that he either in the Executive’s name alone or otherwise as jointly with others (whether or not employees of the Company or its subsidiaries), may desirehereafter file with respect to any such invention, discovery, idea or improvement and each patent that may be issued thereon. (d) The Executive shall acknowledge and deliver promptly Employee agrees to the Company, without charge execute any assignments to the Company but at or its expense, all sketches, drawings, models and figures and other information and shall perform such other acts, such as giving testimony in support nominee of his inventorshiprights, as may be necessary title and interest in any such inventions, discoveries, ideas, copyright rights, mask works, improvements and any other intellectual property, and any other instruments and documents requisite or desirable in applying for and obtaining patents at the opinion cost of the Company to obtain and maintain with respect thereto in the United States and/or and all foreign letters countries as and when requested by the Company. The Employee further agrees, whether in the employ of the Company or its subsidiaries or not, to cooperate to the extent and in the manner requested by the Company in the prosecution or defense of any patent and claims or any litigation or other proceedings involving any inventions, discoveries or improvements covered by this Agreement, but all expenses thereof shall be paid by the Company or one of its subsidiaries. Any invention, discovery, idea or improvement within the scope of this Section 8 shall be disclosed promptly in writing to vest the entire right and title thereto in Board of Directors of the Company. (e) For purposes In the event the Company is unable to secure the Employee's signature on any document or documents needed to apply for or prosecute any patent, copyright or other right or protection relating to an invention, discovery, idea or improvement, whether because of this Sectionhis physical or mental incapacity or for any other reason whatsoever, the term “invention” shall be deemed to mean any discovery, concept or idea (whether patentable or not), including but not limited to processes, methods, formulas, techniques, hardware developments Employee hereby irrevocably designates and software developments, as well as improvements thereof or know-how related thereto, (i) concerning any present or prospective activities of appoints the Company and its affiliates duly authorized officers and (ii) (A) which agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the Executive becomes acquainted with as a result prosecution and issuance of his employment by the Companypatents, (B) which results from any work he may do forcopyrights, or at similar protections thereon with the request of, the Company or any of its affiliates, (C) which relate to the Company’s or any affiliates’ business or actual or demonstrably anticipated research same legal force and development, or (D) which are developed in any part effect as if executed by use of the Company’s or any such affiliates’ equipment, supplies, facilities or trade secrets. The parties hereto agree that the covenants and agreements contained in this Section 7 are, taken as a whole, reasonable in their scope and duration, and no party shall raise any issue of the reasonableness of the scope or duration of any such covenants in any proceeding to enforce any such covenantshim.

Inventions and Improvements. With respect to any and all (A) In this Clause “Intellectual Property” means inventions (as defined in Section 7(e) below) made or conceived by the Executive, whether or not during his hours of employment, either solely or jointly with others, during the Period of Employment, without additional consideration: (a) The Executive shall promptly inform the Company of any such invention. (b) Any such invention, whether patentable or not, and whether or not patent protection has been applied for or granted), improvements, developments, discoveries, proprietary information, trade marks, trade names, logos, art work, slogans, know-how, processes, designs (whether or not registrable and whether or not design rights subsist in them), utility models, works in which copyright may subsist (including computer software and preparatory and design materials therefor), and all works protected by rights or forms of protection of a similar nature or having equivalent effect anywhere in the world. (B) Subject to the provisions of the Patents Xxx 0000 (“PA 1977”), the Registered Designs Xxx 0000 and the Copyright Designs and Patents Xxx 0000 (“CDPA 1988”), if at any time in the course of or in connection with his secondment to the Company under this Agreement the Executive makes or discovers or participates in the making or discovery of any Intellectual Property directly or indirectly relating to or capable of being used in the business of the Company or any Associated Company, full details of the Intellectual Property shall immediately be disclosed in writing by him to the Company and the Intellectual Property shall be the absolute property of the Company, and . At the Executive hereby assigns and agrees to assign to the Company all his rights to any such invention, and to any United States and/or foreign letters patent granted upon any such invention or any application therefor. (c) The Executive shall apply, at the Company’s request and expense, for United States and/or foreign letters patent either in the Executive’s name or otherwise as the Company may desire. (d) The Executive shall acknowledge and deliver promptly to expense of the Company, without charge to the Company but at its expenseExecutive shall give and supply all such information, all sketchesdata, drawings, models drawings and figures and other information and shall perform such other acts, such as giving testimony in support of his inventorship, assistance as may be necessary or in the opinion of the Company desirable to enable the Company to exploit the Intellectual Property to the best advantage, and shall execute all documents and do all things which may be necessary or in the opinion of the Company desirable for obtaining patent or other protection for the Intellectual Property in such parts of the world as may be specified by the Company and for vesting the same in the Company or as it may direct. (C) In relation to the discovery or creation of Intellectual Property in the course of his duties under this Agreement, the Executive irrevocably appoints the Company to be his attorney in his name and on his behalf to sign, execute or do any such instrument or thing and generally to use his name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this Clause, and in favour of any third party a certificate in writing signed by any director of the Company or the Group Secretary that any instrument or act falls within the authority conferred by this Clause shall be conclusive evidence that such is the case. (D) If the Executive shall at any time make or discover or participate in the making or discovery of Intellectual Property which belongs to the Company, the Executive shall not without the written consent of the Company apply for patent or other protection for the Intellectual Property either in the United Kingdom or elsewhere, and shall not do anything which might adversely affect the Company’s right to obtain patent or other protection therefor. (E) The Executive hereby assigns to the Company by way of prospective assignment the copyright and maintain United States and/or foreign letters patent rights in designs (whether registered or unregistered) and any other proprietary rights for the full terms thereof throughout the world in respect of all copyright works and designs originated, conceived or made by the Executive (except only those copyright works and designs wholly unrelated, both directly and indirectly, to vest the entire right activities of the Company or any Associated Company and title thereto those written, originated, conceived or made wholly outside the period of the Executive’s secondment to the Company under this Agreement). The Executive hereby expressly waives any and all of his moral rights and rights of a similar nature (including the rights conferred by Sections 77, 80 and 84 of the CDPA 1988) in respect of all copyright works created by the Executive and owned by the Company. (eF) For the purposes of this SectionSection 39(1)(a) of the PA 1977, the term “invention” course of the normal duties of the Executive shall be deemed to mean any discoveryinclude the use of the equipment, concept or idea (whether patentable or not)supplies, including but not limited to processesfacilities, methodsresearch, formulas, techniques, hardware developments and software developments, as well as improvements thereof or know-how related theretohow, (i) concerning any present or prospective activities technology, trade secrets and confidential information of the Company and its affiliates any Associated Company and (ii) (A) which the Executive becomes acquainted with has the duly to use the same for the sole benefit of the Company or Associated Company (as a result of his employment appropriate) so that any invention made by the CompanyExecutive which in any way depends upon or was made or facilitated by the use of the equipment, (B) which results from any work he may do forsupplies, facilities, research, know-how, technology, trade secrets or at the request of, confidential information of the Company or any of its affiliates, (C) which relate Associated Company shall belong to the Company’s or any affiliates’ business or actual or demonstrably anticipated research . The Company and development, or (D) which the Executive agree that the nature of the duties and responsibilities of the Executive are developed in any part by use and are expected to continue to be such that the Executive has a special obligation to further the interests of the Company’s or any such affiliates’ equipment, supplies, facilities or trade secrets. The parties hereto agree that undertaking within the covenants and agreements contained in this meaning of Section 7 are, taken as a whole, reasonable in their scope and duration39(1)(b) of the PA 1977, and no party that all inventions made by the Executive in the course of his duties do and shall raise any issue belong to the Company. (G) Rights and obligations under this Clause shall continue in force after termination of this Agreement in respect of Intellectual Property made or discovered during the reasonableness of the scope or duration of any such covenants in any proceeding to enforce any such covenantsExecutive’s employment under this Agreement and shall be binding upon his heirs, successors, assigns and representatives.

Inventions and Improvements. With respect (a) The Employee hereby assigns to any the Company an exclusive right to all inventions, discoveries, ideas and all inventions (as defined in Section 7(e) below) improvements made or conceived by the Executivehim, whether or not during his hours of employment, either solely alone or jointly with others, during relevant to the Period subject matter of Employment, without additional consideration: (a) The Executive shall promptly inform the Company of any such inventionhis employment. (b) Any such invention, whether patentable or not, shall be The Employee hereby recognizes as the exclusive property of the Company, Company and the Executive hereby assigns and agrees to assign to the Company without further consideration: (i) all inventions, discoveries, ideas and improvements made, conceived or discovered, by the Employee during the term of this Agreement, whether by himself or jointly with others (whether or not employees of the Company) and whether or not made at the Company's premises or during working hours, relating or pertaining in any way to the kind of business or any tests, research or development carried on by the Company, or any subsidiary or affiliate of the Company; and (ii) all of his rights right, title and interest in and to each application for Letters Patent of the United States or of any foreign country that he either alone or jointly with others (whether or not employees of the Company), may hereafter file with respect to any such invention, discovery, idea or improvement and to any United States and/or foreign letters each patent granted upon any such invention or any application thereforthat may be issued thereon. (c) The Executive shall applyEmployee agrees to execute any assignments to the Company or its nominee of his rights, title and interest in any such invention, discoveries, ideas and improvements, and any other instruments and documents requisite or desirable in applying for and obtaining patents at the Company’s request and expense, for cost of the Company with respect thereto in the United States and/or and all foreign letters patent either countries as and when requested by the Company. The Employee further agrees whether in the Executive’s name or otherwise as employ of the Company may desireor nit, to cooperate to the extent and in the manner requested by the Company in the prosecution or defense of any patent claims or any litigation or other proceedings involving any inventions, discoveries or improvements covered by this Agreement, but all expenses thereof shall be paid by the Company. Any invention, discovery, idea or improvement within the scope of this Section 9 shall be disclosed promptly in writing to the Board of Directors of the Company. (d) The Executive shall acknowledge and deliver promptly to In the Company, without charge to event the Company but at its expenseis unable to secure the Employee's signature on any document or documents needed to apply for or prosecute any patent, all sketchescopyright or other right or protection relating to an invention, drawingsdiscovery, models and figures and other information and shall perform such other actsidea or improvement, such as giving testimony in support whether because of his inventorship, as may be necessary in the opinion of the Company to obtain and maintain United States and/or foreign letters patent and to vest the entire right and title thereto in the Company. (e) For purposes of this Sectionphysical or mental incapacity or for any other reason whatsoever, the term “invention” shall be deemed to mean any discovery, concept or idea (whether patentable or not), including but not limited to processes, methods, formulas, techniques, hardware developments Employee hereby irrevocably designates and software developments, as well as improvements thereof or know-how related thereto, (i) concerning any present or prospective activities of appoints the Company and its affiliates duly authorized officers and (ii) (A) which agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the Executive becomes acquainted with as a result prosecution and issuance of his employment by the Companypatents, (B) which results from any work he may do forcopyrights, or at similar protections thereon with the request of, the Company or any of its affiliates, (C) which relate to the Company’s or any affiliates’ business or actual or demonstrably anticipated research same legal force and development, or (D) which are developed in any part effect as if executed by use of the Company’s or any such affiliates’ equipment, supplies, facilities or trade secrets. The parties hereto agree that the covenants and agreements contained in this Section 7 are, taken as a whole, reasonable in their scope and duration, and no party shall raise any issue of the reasonableness of the scope or duration of any such covenants in any proceeding to enforce any such covenantshim.

Inventions and Improvements. With respect If during the term of the Executive's --------------------------- employment, the Executive conceives or makes any improvement, discovery or invention relating to any and all inventions (as defined in Section 7(e) below) made article, machine, process, or conceived composition of matter, made, used, sold or under development by the ExecutiveCompany, whether or not during his hours pertaining to the business of employmentthe Company, either solely or jointly with othersthe Executive agrees to fully and promptly disclose the same to the Company. Each such improvement, during the Period of Employment, without additional consideration: (a) The Executive shall promptly inform the Company of any such invention. (b) Any such invention, whether patentable or not, shall discovery and invention will be the exclusive property of the Company. The Executive further agrees that he will promptly make full disclosure to the Company, and will hold in trust for the sole right and benefit of the Company, any inventions, discoveries, developments, improvements or trade secrets which the Executive hereby solely or jointly conceives or develops, or reduces to practice, or causes to be conceived, or developed, or reduced to practice, during the period of the Executive's employment with the Company and for six months thereafter, which relate to or are connected with the Executive's employment, or the work, processes, techniques, formulas, products, experiments, or developments or any of the work or business of the Company. The Executive assigns and agrees to assign to the Company all of his rights right, title and interest in and to any all such inventioninventions, discoveries, developments, improvements, and to any United States and/or foreign letters patent granted upon any such invention or any application therefor. (c) The Executive shall applytrade secrets and agrees that he will, at the request of the Company’s request and expense, for United States and/or foreign letters patent either in whether made by the Company during or after the termination of the Executive’s name 's employment, and without expense to the Executive, make, execute and deliver all applications, assignments or otherwise instruments, and perform or cause to be performed, such other lawful acts as the Company may desire. (d) The Executive shall acknowledge and deliver promptly to the Companydeem necessary or desirable in making or prosecuting applications, without charge to the Company but at its expensedomestic or foreign, all sketchesfor patents, drawingstrademarks, models and figures and other information and shall perform such other actsor copyrights, such as giving testimony in support of his inventorship, as or which may be necessary in the opinion procured with respect to any of the Company to obtain and maintain United States and/or foreign letters patent and to vest the entire right and title thereto in the Company. (e) For purposes of this Section, the term “invention” shall be deemed to mean any discovery, concept or idea (whether patentable or not), including but not limited to processes, methods, formulas, techniques, hardware developments and software developments, as well as improvements thereof or know-how related thereto, (i) concerning any present or prospective activities of the Company and its affiliates and (ii) (A) which the Executive becomes acquainted with as a result of his employment by the Company, (B) which results from any work he may do for, or at the request of, the Company or any of its affiliates, (C) which relate to the Company’s or any affiliates’ business or actual or demonstrably anticipated research and development, or (D) which are developed in any part by use of the Company’s or any such affiliates’ equipment, supplies, facilities or trade secretsforegoing. The parties hereto agree that the covenants and agreements provisions contained in this Section 7 are, taken V.E will not be construed as a wholewaiver by the Company of its rights to any other improvement, reasonable in their scope and durationdiscovery or invention developed during the working hours or times for which the Executive is compensated by the Company or developed by the use of materials, and no party shall raise any issue of facilities or information furnished by the reasonableness of the scope or duration of any such covenants in any proceeding to enforce any such covenantsCompany.

Inventions and Improvements. With respect to any and all inventions (as defined in Section 7(e6(e) below) made or conceived by the ExecutiveConsultant, whether or not during his hours of employmentemployment with the Company or during the hours in which he provides the Services, either solely or jointly with others, during the Period of Employment, without additional consideration: (a) The Executive Consultant shall promptly inform the Company of any such invention. (b) Any such invention, whether patentable or not, shall be the property of the Company, and the Executive Consultant hereby assigns and agrees to assign to the Company all his rights to any such invention, and to any United States and/or foreign letters patent granted upon any such invention or any application therefor. (c) The Executive Consultant shall apply, at the Company’s request and expense, for United States and/or foreign letters patent either in the ExecutiveConsultant’s name or otherwise as the Company may desire. (d) The Executive Consultant shall acknowledge and deliver promptly to the Company, without charge to the Company but at its expense, all sketches, drawings, models and figures and other information and shall perform such other acts, such as giving testimony in support of his inventorship, as may be necessary in the opinion of the Company to obtain and maintain United States and/or foreign letters patent and to vest the entire right and title thereto in the Company. (e) For purposes of this Section, the term “invention” shall be deemed to mean any discovery, concept or idea (whether patentable or not), including but not limited to processes, methods, formulas, techniques, hardware developments and software developments, as well as improvements thereof or know-how related thereto, (i) concerning any present or prospective activities of the Company and its affiliates and (ii) (A) which the Executive Consultant becomes acquainted with as a result of his employment by the CompanyCompany or through his provision of the Services, (B) which results from any work he may do for, or at the request of, the Company or any of its affiliates, (C) which relate to the Company’s or any affiliates’ business or actual or demonstrably anticipated research and development, or (D) which are developed in any part by use of the Company’s or any such affiliates’ equipment, supplies, facilities or trade secrets. (f) If the Company is unable, after reasonable effort, to secure the signature of the Consultant with respect to any document needed by the Company to enforce its rights under this Section 6, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Consultant, and the Consultant hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as each the Company may deem necessary or desirable in order to protect its rights and interests in any invention, under the conditions described in this sentence. The parties hereto agree that the covenants and agreements contained in this Section 7 6 are, taken as a whole, reasonable in their scope and duration, and no party shall raise any issue of the reasonableness of the scope or duration of any such covenants in any proceeding to enforce any such covenants.

Inventions and Improvements. With respect to any and all (A) In this Clause "Intellectual Property" means inventions (as defined in Section 7(e) below) made or conceived by the Executive, whether or not during his hours of employment, either solely or jointly with others, during the Period of Employment, without additional consideration: (a) The Executive shall promptly inform the Company of any such invention. (b) Any such invention, whether patentable or not, and whether or not patent protection has been applied for or granted), improvements, developments, discoveries, proprietary information, trade marks, trade names, logos, art work, slogans, know-how, processes, designs (whether or not registrable and whether or not design rights subsist in them), utility models, works in which copyright may subsist (including computer software and preparatory and design materials therefor), and all works protected by rights or forms of protection of a similar nature or having equivalent effect anywhere in the world. (B) Subject to the provisions of the Patents Xxx 0000 (“PA 1977”), the Registered Designs Xxx 0000 and the Copyright Designs and Patents Xxx 0000 (“CDPA 1988”), if at any time in the course of or in connection with his employment under this Agreement the Executive makes or discovers or participates in the making or discovery of any Intellectual Property directly or indirectly relating to or capable of being used in the business of the Company or any Associated Company, full details of the Intellectual Property shall immediately be disclosed in writing by him to the Company and the Intellectual Property shall be the Back to Contents absolute property of the Company, and . At the Executive hereby assigns and agrees to assign to the Company all his rights to any such invention, and to any United States and/or foreign letters patent granted upon any such invention or any application therefor. (c) The Executive shall apply, at the Company’s request and expense, for United States and/or foreign letters patent either in the Executive’s name or otherwise as the Company may desire. (d) The Executive shall acknowledge and deliver promptly to expense of the Company, without charge to the Company but at its expenseExecutive shall give and supply all such information, all sketchesdata, drawings, models drawings and figures and other information and shall perform such other acts, such as giving testimony in support of his inventorship, assistance as may be necessary or in the opinion of the Company desirable to enable the Company to exploit the Intellectual Property to the best advantage, and shall execute all documents and do all things which may be necessary or in the opinion of the Company desirable for obtaining patent or other protection for the Intellectual Property in such parts of the world as may be specified by the Company and for vesting the same in the Company or as it may direct. (C) In relation to the discovery or creation of Intellectual Property in the course of his duties under this Agreement, the Executive irrevocably appoints the Company to be his attorney in his name and on his behalf to sign, execute or do any such instrument or thing and generally to use his name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this Clause, and in favour of any third party a certificate in writing signed by any director of the Company or the Group Secretary that any instrument or act falls within the authority conferred by this Clause shall be conclusive evidence that such is the case. (D) If the Executive shall at any time make or discover or participate in the making or discovery of Intellectual Property which belongs to the Company, the Executive shall not without the written consent of the Company apply for patent or other protection for the Intellectual Property either in the United Kingdom or elsewhere, and shall not do anything which might adversely affect the Company's right to obtain patent or other protection therefor. (E) The Executive hereby assigns to the Company by way of prospective assignment the copyright and maintain United States and/or foreign letters patent rights in designs (whether registered or unregistered) and any other proprietary rights for the full terms thereof throughout the world in respect of all copyright works and designs originated, conceived or made by the Executive (except only those copyright works and designs wholly unrelated, both directly and indirectly, to vest the entire right activities of the Company or any Associated Company and title thereto those written, originated, conceived or made wholly outside the period of the Executive's employment under this Agreement). The Executive hereby expressly waives any and all of his moral rights and rights of a similar nature (including the rights conferred by Sections 77,80 and 84 of the CDPA 1988) in respect of all copyright works created by the Executive and owned by the Company. (eF) For the purposes of this SectionSection 39(1)(a) of the PA 1977, the term “invention” course of the normal duties of the Executive shall be deemed to mean any discoveryinclude the use of the equipment, concept or idea (whether patentable or not)supplies, including but not limited to processesfacilities, methodsresearch, formulas, techniques, hardware developments and software developments, as well as improvements thereof or know-how related theretohow, (i) concerning any present or prospective activities technology, trade secrets and confidential information of the Company and its affiliates any Associated Company and (ii) (A) which the Executive becomes acquainted with has the duty to use the same for the sole benefit of the Company or Associated Company (as a result of his employment appropriate) so that any invention made by the CompanyExecutive which in any way depends upon or was made or facilitated by the use of the equipment, (B) which results from any work he may do forsupplies, facilities, research, know-how, technology, trade secrets or at the request of, confidential information of the Company or any of its affiliates, (C) which relate Associated Company shall belong to the Company’s or any affiliates’ business or actual or demonstrably anticipated research . The Company and development, or (D) which the Executive agree that the nature of the duties and responsibilities of the Executive are developed in any part by use and are expected to continue to be such Back to Contents that the Executive has a special obligation to further the interests of the Company’s or any such affiliates’ equipment, supplies, facilities or trade secrets. The parties hereto agree that 's undertaking within the covenants and agreements contained in this meaning of Section 7 are, taken as a whole, reasonable in their scope and duration39(1)(b) of the PA 1977, and no party that all inventions made by the Executive in the course of his duties do and shall raise any issue belong to the Company. (G) Rights and obligations under this Clause shall continue in force after termination of this Agreement in respect of Intellectual Property made or discovered during the reasonableness of the scope or duration of any such covenants in any proceeding to enforce any such covenantsExecutive's employment under this Agreement and shall be binding upon his heirs, successors, assigns and representatives.

Inventions and Improvements. With respect (a) The Employee hereby assigns to the Company (or, at the discretion of the Company, any of its subsidiaries that it designates) keep exclusive right to all inventions, discoveries, ideas and all inventions (as defined in Section 7(e) below) improvements made or conceived by the Executivehim, whether or not during his hours of employment, either solely alone or jointly with others, during relevant to the Period subject matter of Employmenthis employment, without additional consideration: (a) The Executive shall promptly inform prior to the Company date of any such inventionhis employment hereunder. (b) Any In carrying out research, developmental and productive activities for the Company and its subsidiaries, the Employee shall accurately record the precise nature thereof and the data derived therefrom, and all such invention, whether patentable or not, data and records shall be and remain the sole and exclusive property of the Company, Company and the Executive hereby assigns and agrees to assign to the Company all his rights to any such invention, and to any United States and/or foreign letters patent granted upon any such invention or any application thereforits subsidiaries. (c) The Executive shall applyEmployee hereby recognizes as the exclusive property of the Company and hereby assigns to the Company (and, as appropriate, its subsidiaries) without further consideration: (i) all inventions, discoveries, ideas, copyright rights, mask works, improvements and any other intellectual property made, conceived or discovered, by the Employee during the term of this Agreement, whether by himself or jointly with others (whether or not employees of the Company or its subsidiaries) and whether or not made at the Company’s request 's premises or during working hours, relating or pertaining in any way to the kind of business or any tests, research or development carried on by the Company, or any subsidiary or affiliate of the Company; and (ii) all of his right, title and expense, interest in and to each application for Letters Patent of the United States and/or or of any foreign letters patent country that he either in the Executive’s name alone or otherwise as jointly with others (whether or not employees of the Company or its subsidiaries), may desirehereafter file with respect to any such invention, discovery, idea or improvement and each patent that may be issued thereon. (d) The Executive shall acknowledge and deliver promptly Employee agrees to the Company, without charge execute any assignments to the Company but at or its expense, all sketches, drawings, models and figures and other information and shall perform such other acts, such as giving testimony in support nominee of his inventorshiprights, as may be necessary title and interest in any such inventions, discoveries, ideas, copyright rights, mask works improvements and any other intellectual property, and any other instruments and documents requisite or desirable in applying for and obtaining patents at the opinion cost of the Company to obtain and maintain with respect thereto in the United States and/or and all foreign letters countries as and when requested by the Company. The Employee further agrees, whether in the employ of the Company or its subsidiaries or not, to cooperate to the extent and in the manner requested by the Company in the prosecution or defense of any patent and claims or any litigation or other proceedings involving any inventions, discoveries or improvements covered by this Agreement, but all expenses thereof shall be paid by the Company or one of its subsidiaries. Any invention, discovery, idea or improvement within the scope of this Section 8 shall be disclosed promptly in writing to vest the entire right and title thereto in Board of Directors of the Company. (e) For purposes In the event the Company is unable to secure the Employee's signature on any document or documents needed to apply for or prosecute any patent, copyright or other right or protection relating to an invention, discovery, idea or improvement, whether because of this Sectionhis physical or mental incapacity or for any other reason whatsoever, the term “invention” shall be deemed to mean any discovery, concept or idea (whether patentable or not), including but not limited to processes, methods, formulas, techniques, hardware developments Employee hereby irrevocably designates and software developments, as well as improvements thereof or know-how related thereto, (i) concerning any present or prospective activities of appoints the Company and its affiliates duly authorized officers and (ii) (A) which agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the Executive becomes acquainted with as a result prosecution and issuance of his employment by the Companypatents, (B) which results from any work he may do forcopyrights, or at similar protections thereon with the request of, the Company or any of its affiliates, (C) which relate to the Company’s or any affiliates’ business or actual or demonstrably anticipated research same legal force and development, or (D) which are developed in any part effect as if executed by use of the Company’s or any such affiliates’ equipment, supplies, facilities or trade secrets. The parties hereto agree that the covenants and agreements contained in this Section 7 are, taken as a whole, reasonable in their scope and duration, and no party shall raise any issue of the reasonableness of the scope or duration of any such covenants in any proceeding to enforce any such covenantshim.

Inventions and Improvements. With respect to any and all inventions (as defined in Section 7(e) below) made or conceived by the Executive, whether or not during his hours of employment, either solely or jointly with others, during the Period of Employment, without additional consideration: (a) The Executive shall promptly inform the Company of any such invention. (b) Any such invention, whether patentable or not, shall be the property of the Company, and the Executive hereby assigns and agrees to assign to the Company all his rights to any such invention, and to any United States and/or foreign letters patent granted upon any such invention or any application therefor. (c) The Executive shall apply, at the Company’s request and expense, for United States and/or foreign letters patent either in the Executive’s name or otherwise as the Company may desiredictated by applicable statute. (d) The Executive shall acknowledge and deliver promptly to the Company, without charge to the Company but at its expense, all sketches, drawings, models and figures and other information and shall perform such other acts, such as giving testimony in support of his inventorship, as may be necessary in the opinion of the Company to obtain and maintain United States and/or foreign letters patent and to vest the entire right and title thereto in the Company. (e) For purposes of this Section, the term “invention” shall be deemed to mean any discovery, concept or idea (whether patentable or not), including but not limited to processes, methods, formulas, techniques, hardware developments and software developments, as well as improvements thereof or know-how related thereto, (i) concerning any present or prospective activities of the Company and its affiliates and (ii) (A) which the Executive becomes acquainted with as a result of his employment by the Company, (B) which results from any work he may do for, or at the request of, the Company or any of its affiliates, (C) which relate to the Company’s or any affiliates’ business or actual or demonstrably anticipated research and development, or (D) which are developed in any part by use of the Company’s or any such affiliates’ equipment, supplies, facilities or trade secrets. The parties hereto agree that the covenants and agreements contained in this Section 7 are, taken as a whole, reasonable in their scope and duration, and no party shall raise any issue of the reasonableness of the scope or duration of any such covenants in any proceeding to enforce any such covenants.

Inventions and Improvements. With respect to any and all inventions (as defined in Section 7(e8(e) below) made or conceived by the Executive, whether or not during his hours of employment, either solely or jointly with others, during the Period of Employment, without additional consideration: (a) The Executive shall promptly inform the Company of any such invention. (b) Any such invention, whether patentable or not, shall be the property of the Company, and the Executive hereby assigns and agrees to assign to the Company all his rights to any such invention, and to any United States and/or foreign letters patent granted upon any such invention or any application therefor. (c) The Executive shall apply, at the Company’s request and expense, for United States and/or foreign letters patent either in the Executive’s name or otherwise as the Company may desire. (d) The Executive shall acknowledge and deliver promptly to the Company, without charge to the Company but at its expense, all sketches, drawings, models and figures and other information and shall perform such other acts, such as giving testimony in support of his inventorship, as may be necessary in the opinion of the Company to obtain and maintain United States and/or foreign letters patent and to vest the entire right and title thereto in the Company. (e) For purposes of this Section, the term “invention” shall be deemed to mean any discovery, concept or idea (whether patentable or not), including but not limited to processes, methods, formulas, techniques, hardware developments and software developments, as well as improvements thereof or know-how related thereto, (i) concerning any present or prospective activities of the Company and its affiliates and (ii) (A) which the Executive becomes acquainted with as a result of his employment by the Company, (B) which results from any work he may do for, or at the request of, the Company or any of its affiliates, (C) which relate to the Company’s or any affiliates’ business or actual or demonstrably anticipated research and development, or (D) which are developed in any part by use of the Company’s or any such affiliates’ equipment, supplies, facilities or trade secrets. The parties hereto agree that the covenants and agreements contained in this Section 7 are, taken as a whole, reasonable in their scope and duration, and no party shall raise any issue of the reasonableness of the scope or duration of any such covenants in any proceeding to enforce any such covenants.