Common use of Inventions and Original Works Clause in Contracts

Inventions and Original Works. (a) Subject to Section 2.4(b) below, the Employee agrees that he will promptly make full written disclosure to Employer, will hold in trust for the sole right and benefit of Employer, and hereby assigns to Employer all of his right, title and interest in and to any and all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements or trade secrets which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, while performing his duties under this Agreement. Employee acknowledges that all original works of authorship relating to the business of Employer which are made by him (solely or jointly with others) within the scope of his duties under this Agreement and which are protectable by copyrights are "works made for hire" as that term is defined in the United States Copyright Act (17 U.S.C.A., Section 101), and that Employee is an employee as defined under that Act. Employee further agrees from time to time to execute written transfers to Employer of ownership or specific original works or authorship (and all copyrights therein) made by Employee (solely or jointly with others) which may, despite the preceding sentence, be deemed by a court of law not to be "works made for hire" in such form as is acceptable to Employer in its reasonable discretion. (b) The parties agree that the "business of the Employer" for the purposes of this Section 2.4 is acting as a "WEB DEVELOPMENT SERVICE ENTERPRISE, ENGAGING A DIVERSE CLIENT LIST WITH TECHNOLOGY THAT WILL FURNISH THEIR INTERNET OBJECTIVES, INCLUDING CONTENT MANAGEMENT, SITE USAGE, VISITOR INTELLIGENCE, CAMPAIGN TRACKING, DATA MINING, RICH MEDIA, FORMS AND DOCUMENT MANAGEMENT, GRANT MANAGEMENT, MARKETING MANAGEMENT." Employee shall provide to Employer, and attach hereto as Exhibit 2.4(b), a list identifying and describing in reasonable detail all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements, concepts or trade secrets which Employee has solely or jointly conceived or developed or reduced to practice, or caused to be conceived or developed or reduced to practice to date, and other intellectual property of the Employee. For the avoidance of doubt, Employee will identify on Exhibit 2.4

Inventions and Original Works. (a) Subject to Section 2.4(b) below, the Employee agrees that he will promptly make full written disclosure to Employer, will hold in trust for the sole right and benefit of Employer, and hereby irrevocably assigns to Employer without any additional compensation all of his right, title and interest in and to any and all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements or trade secrets which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, relating to or concerning the business of the Employer, whether or not conceived, developed or reduced to practice: (i) during working hours, (ii) while on Employer premises, (iii) with use of Company equipment, materials or facilities, or (iv) while performing his duties under this AgreementAgreement (“Employer Intellectual Property”). Employee acknowledges that all original works of authorship relating to the business of Employer which are made by him (solely or jointly with others) within the scope of his duties under this Agreement and which are protectable by copyrights are "“works made for hire" ” as that term is defined in the United States Copyright Act (17 U.S.C.A., Section 101), and that Employee is an employee as defined under that Act. Employee further agrees from time to time to execute written transfers to Employer of ownership or specific original works or authorship (and all copyrights therein) made by Employee (solely or jointly with others) which may, despite the preceding sentence, be deemed by a court of law not to be "“works made for hire" ” in such form as is acceptable to Employer in its reasonable discretion. Employee hereby waives in favor of Employer and its assigns and licensees any and all artist’s or moral rights Employee may have in respect of any Invention pursuant to any local, state or federal laws or statutes of the United States and all similar rights under the laws of all jurisdictions. (b) The parties agree that the "“business of the Employer" ” for the purposes of this Section 2.4 is acting as “a "WEB DEVELOPMENT SERVICE ENTERPRISEdesigner and developer for third parties of Internet/Intranet/Extranet Web sites and Web applications, ENGAGING A DIVERSE CLIENT LIST WITH TECHNOLOGY THAT WILL FURNISH THEIR INTERNET OBJECTIVEScontent management software, INCLUDING CONTENT MANAGEMENTdocument management software, SITE USAGEanalytics software, VISITOR INTELLIGENCEeCommerce, CAMPAIGN TRACKINGeMarketing, DATA MINING, RICH MEDIA, FORMS AND DOCUMENT MANAGEMENT, GRANT MANAGEMENT, MARKETING MANAGEMENT." or services such as Web consulting services or Web hosting services”. Employee shall provide to Employer, and attach hereto as Exhibit 2.4(b), a list identifying and describing in reasonable detail all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements, concepts or trade secrets which Employee has solely or jointly conceived or developed or reduced to practice, or caused to be conceived or developed or reduced to practice to date, and other intellectual property of the Employee. For the avoidance of doubt, Employee will identify on Exhibit 2.42.4(b) with sufficient detail any intellectual property belonging to the Employee prior to the date hereof, including that related to the business of the Employer (collectively the “Employee's Personal Intellectual Property”). Employer acknowledges and agrees that the provisions of Section 2.4(a) shall not apply to Employee’s Personal Intellectual Property or to any inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements, concepts or trade secrets conceived of or developed by Employee during the term of this Agreement that is not Employer Intellectual Property.

Inventions and Original Works. (a) Subject to Section 2.4(b) below, the Employee agrees that he will promptly make full written disclosure to Employer, will hold in trust for the sole right and benefit of Employer, and hereby irrevocably assigns to Employer without any additional compensation all of his right, title and interest in and to any and all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements or trade secrets which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, relating to or concerning the business of the Employer, whether or not conceived, developed or reduced to practice: (i) during working hours, (ii) while on Employer premises, (iii) with use of Company equipment, materials or facilities, or (iv) while performing his duties under this AgreementAgreement ("Employer Intellectual Property"). Employee acknowledges that all original works of authorship relating to the business of Employer which are made by him (solely or jointly with others) within the scope of his duties under this Agreement and which are protectable by copyrights are "works made for hire" as that term is defined in the United States Copyright Act (17 U.S.C.A., Section 101), and that Employee is an employee as defined under that Act. Employee further agrees from time to time to execute written transfers to Employer of ownership or specific original works or authorship (and all copyrights therein) made by Employee (solely or jointly with others) which may, despite the preceding sentence, be deemed by a court of law not to be "works made for hire" in such form as is acceptable to Employer in its reasonable discretion. Employee hereby waives in favor of Employer and its assigns and licensees any and all artist's or moral rights Employee may have in respect of any Invention pursuant to any local, state or federal laws or statutes of the United States and all similar rights under the laws of all jurisdictions. (b) The parties agree that the "business of the Employer" for the purposes of this Section 2.4 is acting as a designer and developer for third parties of "ON-DEMAND WEB DEVELOPMENT SERVICE ENTERPRISE, ENGAGING A DIVERSE CLIENT LIST WITH TECHNOLOGY THAT WILL FURNISH THEIR INTERNET OBJECTIVES, PROPERTY MANAGEMENT TOOLS AND CUSTOM WEB APPLICATIONS (INCLUDING BUT NOT LIMITED TO CONTENT MANAGEMENT, SITE USAGEANALYTICS, VISITOR INTELLIGENCEECOMMERCE, CAMPAIGN TRACKINGDIGITAL ASSET MANAGEMENT, DATA MININGRELATIONSHIP MANAGEMENT, ENEWSLETTERS, ESURVEYS, EVENT REGISTRATION, AND GRANTS MANAGEMENT), CUSTOM APPLICATION DEVELOPMENT, USABILITY ENGINEERING, ECOMMERCE DEVELOPMENT, RICH MEDIAMEDIA DEVELOPMENT, FORMS ETRAINING DEVELOPMENT, AND DOCUMENT MANAGEMENT, GRANT MANAGEMENT, MARKETING MANAGEMENTSEARCH ENGINE OPTIMIZATION." Employee shall provide to Employer, and attach hereto as Exhibit 2.4(b), a list identifying and describing in reasonable detail all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements, concepts or trade secrets which Employee has solely or jointly conceived or developed or reduced to practice, or caused to be conceived or developed or reduced to practice to date, and other intellectual property of the Employee. For the avoidance of doubt, Employee will identify on Exhibit 2.4

Inventions and Original Works. (a) Subject to Section 2.4(b) below, the Employee agrees that he will promptly make full written disclosure to Employer, will hold in trust for the sole right and benefit of Employer, and hereby irrevocably assigns to Employer without any additional compensation all of his right, title and interest in and to any and all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements or trade secrets which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, relating to or concerning the business of the Employer, whether or not conceived, developed or reduced to practice: (i) during working hours, (ii) while on Employer premises, (iii) with use of Company equipment, materials or facilities, or (iv) while performing his duties under this AgreementAgreement ("Employer Intellectual Property"). Employee acknowledges that all original works of authorship relating to the business of Employer which are made by him (solely or jointly with others) within the scope of his duties under this Agreement and which are protectable by copyrights are "works made for hire" as that term is defined in the United States Copyright Act (17 U.S.C.A., Section 101), and that Employee is an employee as defined under that Act. Employee further agrees from time to time to execute written transfers to Employer of ownership or specific original works or authorship (and all copyrights therein) made by Employee (solely or jointly with others) which may, despite the preceding sentence, be deemed by a court of law not to be "works made for hire" in such form as is acceptable to Employer in its reasonable discretion. Employee hereby waives in favor of Employer and its assigns and licensees any and all artist's or moral rights Employee may have in respect of any Invention pursuant to any local, state or federal laws or statutes of the United States and all similar rights under the laws of all jurisdictions. (b) The parties agree that the "business of the Employer" for the purposes of this Section 2.4 is acting as "a designer and developer for third parties of Internet/Intranet/Extranet Web sites and Web applications, content management software, document management software, analytics software, eCommerce, eMarketing, or services such as Web consulting services or Web hosting services"WEB DEVELOPMENT SERVICE ENTERPRISE, ENGAGING A DIVERSE CLIENT LIST WITH TECHNOLOGY THAT WILL FURNISH THEIR INTERNET OBJECTIVES, INCLUDING CONTENT MANAGEMENT, SITE USAGE, VISITOR INTELLIGENCE, CAMPAIGN TRACKING, DATA MINING, RICH MEDIA, FORMS AND DOCUMENT MANAGEMENT, GRANT MANAGEMENT, MARKETING MANAGEMENT." . Employee shall provide to Employer, and attach hereto as Exhibit 2.4(b), a list identifying and describing in reasonable detail all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements, concepts or trade secrets which Employee has solely or jointly conceived or developed or reduced to practice, or caused to be conceived or developed or reduced to practice to date, and other intellectual property of the Employee. For the avoidance of doubt, Employee will identify on Exhibit 2.42.4(b) with sufficient detail any intellectual property belonging to the Employee prior to the date hereof, including that related to the business of the Employer (collectively the "Employee's Personal intellectual Property"). Employer acknowledges and agrees that the provisions of Section 2.4(a) shall not apply to Employee's Personal Intellectual Property or to any inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements, concepts or trade secrets conceived of or developed by Employee during the term of this Agreement that is not Employer Intellectual Property.

Inventions and Original Works. (a) Subject to Section 2.4(b) below, the Employee agrees that he will promptly make full written disclosure to Employer, will hold in trust for the sole right and benefit of Employer, and hereby irrevocably assigns to Employer without any additional compensation, all of his right, title and interest in and to any and all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements or trade secrets which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, relating to or concerning the business of the Employer, whether or not conceived, developed or reduced to practice: (i) during working hours, (ii) while on Employer premises, (iii) with use of Company equipment, materials or facilities, or (iv) while performing his duties under this AgreementEmployment Agreement (“Employer Intellectual Property”). Employee acknowledges that all original works of authorship relating to the business of Employer which are made by him Employee (solely or jointly with others) within the scope of his duties under this Employment Agreement and which are protectable by copyrights are "“works made for hire" ” as that term is defined in the United States Copyright Act (17 U.S.C.A., Section 101), and that Employee is an employee as defined under that Act. Employee further agrees from time to time to execute written transfers to Employer of ownership or specific original works or authorship (and all copyrights therein) made by Employee (solely or jointly with others) which may, despite the preceding sentence, be deemed by a court of law not to be "“works made for hire" ” in such form as is acceptable to Employer in its reasonable discretion. Employee hereby waives in favor of Employer and its assigns and licensees any and all artist’s or moral rights Employee may have in respect of any Invention pursuant to any local, state or federal laws or statutes of the United States and all similar rights under the laws of all jurisdictions. (b) The parties agree that the "“business of the Employer" ” for the purposes of this Section 2.4 is acting as “a "WEB DEVELOPMENT SERVICE ENTERPRISEdesigner and developer for third parties of Internet/Intranet/Extranet Web sites and Web applications, ENGAGING A DIVERSE CLIENT LIST WITH TECHNOLOGY THAT WILL FURNISH THEIR INTERNET OBJECTIVEScontent management software, INCLUDING CONTENT MANAGEMENTdocument management software, SITE USAGEanalytics software, VISITOR INTELLIGENCEeCommerce, CAMPAIGN TRACKINGeMarketing, DATA MINING, RICH MEDIA, FORMS AND DOCUMENT MANAGEMENT, GRANT MANAGEMENT, MARKETING MANAGEMENT." or services such as Web consulting services or Web hosting services”. Employee shall provide to Employer, and attach hereto as Exhibit 2.4(b), a list identifying and describing in reasonable detail all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements, concepts or trade secrets which Employee has solely or jointly conceived or developed or reduced to practice, or caused to be conceived or developed or reduced to practice to date, and other intellectual property of the Employee. For the avoidance of doubt, Employee will identify on Exhibit 2.42.4(b) with sufficient detail any intellectual property belonging to Employee prior to the date hereof, including that related to the business of the Employer (collectively the “Employee's Personal Intellectual Property”). Employer acknowledges and agrees that the provisions of Section 2.4(a) shall not apply to Employee’s Personal Intellectual Property or to any inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements, concepts or trade secrets conceived of or developed by Employee during the term of this Employment Agreement that is not Employer Intellectual Property.

Inventions and Original Works. (a) Subject to Section 2.4(b) below, the Employee agrees that he will promptly make full written disclosure to Employer, will hold in trust for the sole right and benefit of Employer, and hereby irrevocably assigns to Employer without any additional compensation all of his right, title and interest in and to any and all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements or trade secrets which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, relating to or concerning the business of the Employer, whether or not conceived, developed or reduced to practice: (i) during working hours, (ii) while on Employer premises, (iii) with use of Company equipment, materials or facilities, or (iv) while performing his duties under this AgreementEmployment Agreement (“Employer Intellectual Property”). ___________ __________ Employee Bridgeline Employee acknowledges that all original works of authorship relating to the business of Employer which are made by him his (solely or jointly with others) within the scope of his duties under this Employment Agreement and which are protectable by copyrights are "“works made for hire" ” as that term is defined in the United States Copyright Act (17 U.S.C.A., Section 101), and that Employee is an employee as defined under that Act. Employee further agrees from time to time to execute written transfers to Employer of ownership or specific original works or authorship (and all copyrights therein) made by Employee (solely or jointly with others) which may, despite the preceding sentence, be deemed by a court of law not to be "“works made for hire" ” in such form as is acceptable to Employer in its reasonable discretion. Employee hereby waives in favor of Employer and its assigns and licensees any and all artist’s or moral rights Employee may have in respect of any Invention pursuant to any local, state or federal laws or statutes of the United States and all similar rights under the laws of all jurisdictions. (b) The parties agree that the "“business of the Employer" ” for the purposes of this Section 2.4 is acting as “a "WEB DEVELOPMENT SERVICE ENTERPRISEdesigner and developer for third parties of Internet/Intranet/Extranet Web sites and Web applications, ENGAGING A DIVERSE CLIENT LIST WITH TECHNOLOGY THAT WILL FURNISH THEIR INTERNET OBJECTIVEScontent management software, INCLUDING CONTENT MANAGEMENTdocument management software, SITE USAGEanalytics software, VISITOR INTELLIGENCEeCommerce, CAMPAIGN TRACKINGeMarketing, DATA MINING, RICH MEDIA, FORMS AND DOCUMENT MANAGEMENT, GRANT MANAGEMENT, MARKETING MANAGEMENT." or services such as Web consulting services or Web hosting services”. Employee shall provide to Employer, and attach hereto as Exhibit 2.4(b), a list identifying and describing in reasonable detail all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements, concepts or trade secrets which Employee has solely or jointly conceived or developed or reduced to practice, or caused to be conceived or developed or reduced to practice to date, and other intellectual property of the Employee. For the avoidance of doubt, Employee will identify on Exhibit 2.42.4(b) with sufficient detail any intellectual property belonging to the Employee prior to the date hereof, including that related to the business of the Employer (collectively the “Employee's Personal Intellectual Property”). Employer acknowledges and agrees that the provisions of Section 2.4(a) shall not apply to Employee’s Personal Intellectual Property or to any inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements, concepts or trade secrets conceived of or developed by Employee during the term of this Employment Agreement that is not Employer Intellectual Property.

Inventions and Original Works. (a) Subject to Section 2.4(b) below, the Employee agrees that he will promptly make full written disclosure to Employer, will hold in trust for the sole right and benefit of Employer, and hereby assigns to Employer all of his right, title and interest in and to any and all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements or trade secrets which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, while performing his duties under this Agreement. Employee acknowledges that all original works of authorship relating to the business of Employer which are made by him (solely or jointly with others) within the scope of his duties under this Agreement and which are protectable by copyrights are "“works made for hire" ” as that term is defined in the United States Copyright Act (17 U.S.C.A., Section 101), and that Employee is an employee as defined under that Act. Employee further agrees from time to time to execute written transfers to Employer of ownership or of specific original works or of authorship (and all copyrights therein) made by Employee (solely or jointly with others) which may, despite the preceding sentence, be deemed by a court of law not to be "“works made for hire" ” in such form as is acceptable to Employer in its reasonable discretion. (b) The parties agree that the "“business of the Employer" ” for the purposes of this Section 2.4 is acting as a "WEB DEVELOPMENT SERVICE ENTERPRISEthe business of Internet, ENGAGING A DIVERSE CLIENT LIST WITH TECHNOLOGY THAT WILL FURNISH THEIR INTERNET OBJECTIVESIntranet and Extranet web applications, INCLUDING CONTENT MANAGEMENTcontent management or document management software, SITE USAGEflash or rich media development, VISITOR INTELLIGENCEusability engineering, CAMPAIGN TRACKINGe-commerce and e-learning applications, DATA MINING, RICH MEDIA, FORMS AND DOCUMENT MANAGEMENT, GRANT MANAGEMENT, MARKETING MANAGEMENT." search engine optimization solutions and Web hosting and managed services. Employee shall provide to Employer, and attach hereto as Exhibit 2.4(b), a list identifying and describing in reasonable detail all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements, concepts or trade secrets which Employee has solely or jointly conceived or developed or reduced to practice, or caused to be conceived or developed or reduced to practice to date, and other intellectual property of the Employee. For the avoidance of doubt, Employee will identify on Exhibit 2.42.4(b) with sufficient detail any intellectual property belonging to the Employee prior to the date hereof, including that related to the business of the Employer (collectively the “Employee’s Personal Intellectual Property”). Employer acknowledges and agrees that the provisions of Section 2.4(a) shall not apply to Employee’s Personal Intellectual Property or to any inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements, concepts or trade secrets conceived of or developed by Employee during the term of this Agreement that is not Employer Intellectual Property (as defined in Section 4.15 of the Agreement and Plan of Merger among Employer, Employee and Objectware (the “Merger Agreement”).

Inventions and Original Works. (a) Subject to Section 2.4(b) below, the Employee agrees that he will promptly make full written disclosure to Employer, will hold in trust for the sole right and benefit of Employer, and hereby irrevocably assigns to Employer without any additional compensation all of his right, title and interest in and to any and all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements or trade secrets which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed Employee Bridgeline or reduced to practice, relating to or concerning the business of the Employer, whether or not conceived, developed or reduced to practice: (i) during working hours, (ii) while on Employer premises, (iii) with use of Company equipment, materials or facilities, or (iv) while performing his duties under this AgreementAgreement (“Employer Intellectual Property”). Employee acknowledges that all original works of authorship relating to the business of Employer which are made by him (solely or jointly with others) within the scope of his duties under this Agreement and which are protectable by copyrights are "“works made for hire" ” as that term is defined in the United States Copyright Act (17 U.S.C.A., Section 101), and that Employee is an employee as defined under that Act. Employee further agrees from time to time to execute written transfers to Employer of ownership or specific original works or authorship (and all copyrights therein) made by Employee (solely or jointly with others) which may, despite the preceding sentence, be deemed by a court of law not to be "“works made for hire" ” in such form as is acceptable to Employer in its reasonable discretion. Employee hereby waives in favor of Employer and its assigns and licensees any and all artist’s or moral rights Employee may have in respect of any Invention pursuant to any local, state or federal laws or statutes of the United States and all similar rights under the laws of all jurisdictions. (b) The parties agree that the "“business of the Employer" ” for the purposes of this Section 2.4 is acting as “a "WEB DEVELOPMENT SERVICE ENTERPRISEdesigner and developer for third parties of Internet/Intranet/Extranet Web sites and Web applications, ENGAGING A DIVERSE CLIENT LIST WITH TECHNOLOGY THAT WILL FURNISH THEIR INTERNET OBJECTIVEScontent management software, INCLUDING CONTENT MANAGEMENTdocument management software, SITE USAGEanalytics software, VISITOR INTELLIGENCEeCommerce, CAMPAIGN TRACKINGeMarketing, DATA MINING, RICH MEDIA, FORMS AND DOCUMENT MANAGEMENT, GRANT MANAGEMENT, MARKETING MANAGEMENT." or services such as Web consulting services or Web hosting services”. Employee shall provide to Employer, and attach hereto as Exhibit 2.4(b), a list identifying and describing in reasonable detail all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements, concepts or trade secrets which Employee has solely or jointly conceived or developed or reduced to practice, or caused to be conceived or developed or reduced to practice to date, and other intellectual property of the Employee. For the avoidance of doubt, Employee will identify on Exhibit 2.42.4(b) with sufficient detail any intellectual property belonging to the Employee prior to the date hereof, including that related to the business of the Employer (collectively the “Employee's Personal Intellectual Property”). Employer acknowledges and agrees that the provisions of Section 2.4(a) shall not apply to Employee’s Personal Intellectual Property or to any inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements, concepts or trade secrets conceived of or developed by Employee during the term of this Agreement that is not Employer Intellectual Property.

Inventions and Original Works. (a) Subject to Section 2.4(b) below, the Employee agrees that he will promptly make full written disclosure to Employer, will hold in trust for the sole right and benefit of Employer, and hereby irrevocably assigns to Employer without any additional compensation all of his right, title and interest in and to any and all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements or trade secrets which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, relating to or concerning the business of the Employer, whether or not conceived, developed or reduced to practice: (i) during working hours, (ii) while on Employer premises, (iii) with use of Company equipment, materials or facilities, or (iv) while performing his duties under this AgreementAgreement (“Employer Intellectual Property”). Page 3 of 12 Employer: _____ Employee: _____ Employee acknowledges that all original works of authorship relating to the business of Employer which are made by him his (solely or jointly with others) within the scope of his duties under this Agreement and which are protectable by copyrights are "“works made for hire" ” as that term is defined in the United States Copyright Act (17 U.S.C.A., Section 101), and that Employee is an employee as defined under that Act. Employee further agrees from time to time to execute written transfers to Employer of ownership or specific original works or authorship (and all copyrights therein) made by Employee (solely or jointly with others) which may, despite the preceding sentence, be deemed by a court of law not to be "“works made for hire" ” in such form as is acceptable to Employer in its reasonable discretion. Employee hereby waives in favor of Employer and its assigns and licensees any and all artist’s or moral rights Employee may have in respect of any Invention pursuant to any local, state or federal laws or statutes of the United States and all similar rights under the laws of all jurisdictions. (b) The parties agree that the "“business of the Employer" ” for the purposes of this Section 2.4 is acting as “a "WEB DEVELOPMENT SERVICE ENTERPRISEdesigner and developer for third parties of Internet/Intranet/Extranet Web sites and Web applications, ENGAGING A DIVERSE CLIENT LIST WITH TECHNOLOGY THAT WILL FURNISH THEIR INTERNET OBJECTIVEScontent management software, INCLUDING CONTENT MANAGEMENTdocument management software, SITE USAGEanalytics software, VISITOR INTELLIGENCEeCommerce, CAMPAIGN TRACKINGeMarketing, DATA MINING, RICH MEDIA, FORMS AND DOCUMENT MANAGEMENT, GRANT MANAGEMENT, MARKETING MANAGEMENT." or services such as Web consulting services or Web hosting services”. Employee shall provide to Employer, and attach hereto as Exhibit 2.4(b), a list identifying and describing in reasonable detail all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements, concepts or trade secrets which Employee has solely or jointly conceived or developed or reduced to practice, or caused to be conceived or developed or reduced to practice to date, and other intellectual property of the Employee. For the avoidance of doubt, Employee will identify on Exhibit 2.42.4(b) with sufficient detail any intellectual property belonging to the Employee prior to the date hereof, including that related to the business of the Employer (collectively the “Employee's Personal Intellectual Property”). Employer acknowledges and agrees that the provisions of Section 2.4(a) shall not apply to Employee’s Personal Intellectual Property or to any inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements, concepts or trade secrets conceived of or developed by Employee during the term of this Agreement that is not Employer Intellectual Property.

Inventions and Original Works. (a) Subject to Section 2.4(b) below, the Employee agrees that he will promptly make full written disclosure to Employer, will hold in trust for the sole right and benefit of Employer, and hereby assigns to Employer all of his right, title and interest in and to any and all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements or trade secrets which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, while performing his duties under this Agreement. Employee acknowledges that all original works of authorship relating to the business of Employer which are made by him (solely or jointly with others) within the scope of his duties under this Agreement and which are protectable by copyrights are "works made for hire" as that term is defined in the United States Copyright Act (17 U.S.C.A., Section 101), and that Employee is an employee as defined under that Act. Employee further agrees from time to time to execute written transfers to Employer of ownership or of specific original works or of authorship (and all copyrights therein) made by Employee (solely or jointly with others) which may, despite the preceding sentence, be deemed by a court of law not to be "works made for hire" in such form as is acceptable to Employer in its reasonable discretion. (b) The parties agree that the "business of the Employer" for the purposes of this Section 2.4 is acting as a "the business of INTERNET, INTRANET AND EXTRANET WEB DEVELOPMENT SERVICE ENTERPRISEAPPLICATIONS, ENGAGING A DIVERSE CLIENT LIST WITH TECHNOLOGY THAT WILL FURNISH THEIR INTERNET OBJECTIVESCONTENT MANAGEMENT OR DOCUMENT MANAGEMENT SOFTWARE, INCLUDING CONTENT MANAGEMENTFLASH OR RICH MEDIA DEVELOPMENT, SITE USAGEUSABILITY ENGINEERING, VISITOR INTELLIGENCEE-COMMERCE AND E-LEARNING APPLICATIONS, CAMPAIGN TRACKING, DATA MINING, RICH MEDIA, FORMS SEARCH ENGINE OPTIMIZATION SOLUTIONS AND DOCUMENT MANAGEMENT, GRANT MANAGEMENT, MARKETING MANAGEMENT." WEB HOSTING AND MANAGED SERVICES. Employee shall provide to Employer, and attach hereto as Exhibit 2.4(b), a list identifying and describing in reasonable detail all inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements, concepts or trade secrets which Employee has solely or jointly conceived or developed or reduced to practice, or caused to be conceived or developed or reduced to practice to date, and other intellectual property of the Employee. For the avoidance of doubt, Employee will identify on Exhibit 2.42.4(b) with sufficient detail any intellectual property belonging to the Employee prior to the date hereof, including that related to the business of the Employer (collectively the "Employee's Personal Intellectual Property"). Employer acknowledges and agrees that the provisions of Section 2.4(a) shall not apply to Employee's Personal Intellectual Property or to any inventions (and patent rights with respect thereto), original works of authorship (including all copyrights with respect thereto), developments, improvements, concepts or trade secrets conceived of or developed by Employee during the term of this Agreement that is not Employer Intellectual Property (as defined in Section 4.15 of the Agreement and Plan of Merger among Employer, Employee and Objectware (the "Merger Agreement").