Common use of Inventions and Other Matters Clause in Contracts

Inventions and Other Matters. Executive agrees that all ideas, inventions, artwork, images, designs, concepts, discoveries or improvement (collectively the "Inventions") which Executive, individually or with others, may originate or develop (or has heretofore originated and developed) while employed with Employer, relating to the Business or any other business actually engaged in by a Related Party during the Term, or a Related Entity's actual or demonstrably anticipated research or development, shall belong to and be the sole property of the Employer. Executive further agrees to promptly disclose each such Invention to the Employer and to execute such applications, assignments and other documents as may be necessary or convenient to vest in the Employer full title to each such Invention and as may be necessary or convenient to obtain United States and foreign patents, copyrights and trademarks thereon to the extent the Employer may so choose. For purposes of this Agreement, an Invention shall be deemed to have been made during the period of the Executive's employment if, during such period, the Invention was conceived, in part or in whole, or first actually reduced to practice, and the Executive agrees that any patent, trademark or copyright application filed within six (6) months after termination of his employment shall be presumed to relate to an Invention made during the term of his employment unless Executive can provide evidence as to the contrary. Executive represents and warrants to the Employer that all inventions heretofore developed by Executive during the course of Executive's employment with SBC to be used in respect of the business of SBC belong to and are the sole property of HA-LO Industries, Inc., a Delaware corporation (as the surviving corporation in the merger contemplated by the Merger Agreement), that he has not sold, transferred or assigned any such invention or rights therein to a third party, and that Executive shall execute such applications, assignments or other documents as may be necessary or convenient to vest in such surviving corporation full title to each such invention and as may be necessary or convenient to obtain United States and foreign patents, copyrights and trademarks thereon to the extent the Employer may so choose. This Section 12 shall not apply to an invention for which no material equipment, supplies or facility, and no confidential information or other trade secret information, of a Related Entity was used and which was developed, consistent with this Agreement, entirely on Executive's own time, unless the invention relates to the Post-Termination Business.

Inventions and Other Matters. Executive (a) Employee agrees that all ideas, inventions, artwork, images, designs, concepts, discoveries or improvement improvements made during the period of Employee's employment with Employer, including, without limitation, new machines, devices, computer software (collectively including source code, operating systems and specifications, data, data bases, files documentation and other materials related thereto), programs, processes, uses, apparatuses, specialized information relating in any way to or that is useful in the "Inventions") which Executivebusiness or products of Employer or Employer's actual or demonstrably anticipated research or development, designs or compositions of any kind that Employee, individually or with others, may originate or develop (or has heretofore originated and developed) while employed with Employerby Employer (collectively, relating to the Business or any other business actually engaged in by a Related Party during the Term, or a Related Entity's actual or demonstrably anticipated research or development"Inventions"), shall belong to and be the sole property of the Employer. Executive further agrees to promptly disclose each such Invention to the Employer and to execute such applications, assignments shall constitute works specially ordered or commissioned as "works made for hire" under the United States Copyright Act and other documents as applicable law. Without limiting the foregoing, Employee hereby assigns and transfers to Employer all rights of whatever nature that Employee may be necessary have, including, without limitation, any patent, trade secret, trademark or convenient to vest service xxxx rights (and any goodwill appurtenant thereto), any rights of publicity and any right, title and interest in any copyright and any right that may affix under any copyright law now or hereinafter in force and effect in the Employer full title to each such Invention and as may be necessary or convenient to obtain United States of America or in any other country or countries, in and foreign patentsto any Invention. Employee acknowledges and agrees that Employer shall have the royalty-free right to use in its businesses, copyrights and trademarks thereon to the extent the Employer may so choose. make and sell products, processes, programs, systems designs, methods, formulas, apparatus, techniques, and services derived from any Inventions (whether or not patentable or copyrightable), as well as all improvements thereof or know-how related thereto. (b) For purposes of this Agreement, an Invention shall be deemed to have been "made during the period of the ExecutiveEmployee's employment employment" if, during such period, the Invention was conceived, in part or in whole, or first actually reduced to practice, and the Executive . Employee agrees that any patent, trademark copyright or copyright trade xxxx application filed by or for the benefit of Employee or any of his affiliates within six (6) months a year after termination of his Employee's employment shall be presumed to relate to an Invention made during the term of his employment and Employee shall have the burden of proof to prove otherwise. (c) This Section 9 shall not apply to an Invention for which no equipment, supplies, facilities or Confidential Information (as defined below) of Employer was used and that was developed entirely on Employee's own time, unless Executive can provide evidence as (i) the invention relates in any way to the contrary. Executive represents and warrants to the Employer that all inventions heretofore developed by Executive during the course of Executive's employment with SBC to be used or is useful in respect of the business or products of SBC belong Employer, or Employer's actual or demonstrably anticipated research or development, or (ii) results from any work performed by Employee for or on behalf of Employer. (d) Employee agrees, without further consideration, to (i) promptly disclose each such Invention to Employer, to Employee's immediate supervisor and are the sole property of HA-LO Industriesto such other individuals as Employer may direct, Inc., a Delaware corporation (as the surviving corporation ii) execute and to join others in the merger contemplated by the Merger Agreement), that he has not sold, transferred or assigned any such invention or rights therein to a third party, and that Executive shall execute executing such applications, assignments or and other documents as may be necessary or convenient to vest in such surviving corporation Employer, or its designee, full title to each such invention Invention and as may be necessary or convenient to obtain United States and foreign patentspatents and copyrights thereon, copyrights and trademarks thereon to the extent the Employer may so choose. This Section 12 shall not apply choose in its sole discretion, (iii) testify in any legal proceeding relative to an invention for which no material equipment, supplies or facilitysuch Invention whenever requested to do so by Employer, and no confidential (iv) furnish all facts relating to such Inventions or the history thereof. (e) Employee agrees that he will not at any time, except as authorized or directed by Employer, publish or disclose any information or other trade secret information, of a Related Entity was used and which was developed, consistent with this Agreement, entirely on Executive's own time, unless the invention relates to the Post-Termination Businessknowledge concerning any Inventions.

Inventions and Other Matters. Executive (a) Employee agrees that all ideasall, inventions, artworkdiscoveries or improvements made during the period of Employee's employment with Employer, including, without limitation, computer software (including source code, operating systems and specifications, data, data bases, files documentation and other materials related thereto), HTML or other scripts, web site designs, art work, visual images, designsprogramming code and programs, conceptsprocesses, discoveries uses, apparatuses, specialized information relating in any way to or improvement (collectively that is useful in the "Inventions") which Executivebusiness or products of Employer or Employer's actual or demonstrably anticipated research or development, designs or compositions of any kind that Employee, individually or with others, may originate or develop (or has heretofore originated and developed) while employed with Employerby Employer (collectively, relating to the Business or any other business actually engaged in by a Related Party during the Term"Inventions"), or a Related Entity's actual or demonstrably anticipated research or development, shall belong to and shall be the sole property of the Employer. Executive further agrees to promptly disclose each such Invention to the Employer and to execute such applications, assignments constitute and shall constitute works specially ordered or commissioned as "works made for hire" under the United States Copyright Act and other documents as applicable law. Without limiting the foregoing, Employee hereby assigns and transfers to Employer all rights of whatever nature that Employee may be necessary have, including, without limitation, any patent, trade secret, trademark or convenient to vest service xxxx rights (and any goodwill appurtenant thereto), any rights of publicity and any right, title and interest in any copyright and any right that may affix under any copyright law now or hereinafter in force and effect in the Employer full title to each such Invention and as may be necessary or convenient to obtain United States of America or in any other country or countries, in and foreign patentsto any Invention. Employee acknowledges and agrees that Employer shall have the royalty-free right to use in its businesses, copyrights and trademarks thereon to the extent the Employer may so choosemake and sell products, processes, programs, systems designs, methods, formulas, apparatus, techniques, and services derived from any Inventions (whether or not patentable or copyrightable), as well as all improvements thereof or know-how related thereto. The provisions of this Section 3.2 shall survive termination of this Agreement for any reason. (b) For purposes of this Agreement, an Invention shall be deemed to have been "made during the period of the ExecutiveEmployee's employment employment" if, during such period, the Invention was conceived, in part or in whole, or first actually reduced to practice, and the Executive . Employee agrees that any patent, trademark copyright or copyright trade xxxx application (i) covering intellectual property that relates to services performed by Employee hereunder or that is applicable to those products or services of Employer that were within the scope of Employee's responsibilities hereunder, and (ii) that is filed by or for the benefit of Employee or any of his Affiliates within six one (61) months year after termination of his Employee's employment shall be presumed to relate to an Invention made during the term of his employment and Employee shall have the burden of proof to prove otherwise. (c) This Section 3.2 shall not apply to an Invention for which no equipment, supplies, facilities or Confidential Information (as defined below) of Employer was used and that was developed entirely on Employee's own time, unless Executive can provide evidence as (i) the invention relates or is applicable to the contrary. Executive represents and warrants services performed by Employee hereunder or that is applicable to those services or products of Employer that were within the scope of Employee's responsibilities hereunder, or (ii) results from any work relating to the Employer Business that all inventions heretofore developed by Executive during the course of Executive's employment with SBC was performed, caused to be used performed, or supervised by Employee for or on behalf of Employer. (d) Employee agrees, without further consideration, to (i) promptly disclose each such Invention to Employer, to Employee's immediate supervisor and to such other individuals as Employer may direct, (ii) execute and to join others in respect of the business of SBC belong to and are the sole property of HA-LO Industries, Inc., a Delaware corporation (as the surviving corporation in the merger contemplated by the Merger Agreement), that he has not sold, transferred or assigned any such invention or rights therein to a third party, and that Executive shall execute executing such applications, assignments or and other documents as may be necessary or convenient to vest in such surviving corporation Employer, or its designee, full title to each such invention Invention and as may be necessary or convenient to obtain United States and foreign patentspatents and copyrights thereon, copyrights and trademarks thereon to the extent the Employer may so choose. This Section 12 shall not apply choose in its sole discretion, (iii) testify in any legal proceeding relative to an invention for which no material equipment, supplies or facilitysuch Invention whenever requested to do so by Employer, and no confidential (iv) furnish all facts relating to such Inventions or the history thereof. (e) Employee agrees that he will not at any time, except as authorized or directed by Employer, publish or disclose any information or other trade secret information, of a Related Entity was used and which was developed, consistent with this Agreement, entirely on Executive's own time, unless the invention relates to the Post-Termination Businessknowledge concerning any Inventions.

Inventions and Other Matters. Executive (a) Employee agrees that all ideas, inventions, artwork, images, designs, concepts, discoveries or improvement improvements made during the period of Employee's employment with Employer, including, without limitation, computer software (collectively including source code, operating systems and specifications, data, data bases, files documentation and other materials related thereto), HTML or other scripts, web site designs, art work, visual images, programming code and programs, processes, uses, apparatuses, specialized information relating in any way to or that is useful in the "Inventions") which Executivebusiness or products of Employer or Employer's actual or demonstrably anticipated research or development, designs or compositions of any kind that Employee, individually or with others, may originate or develop (or has heretofore originated and developed) while employed with Employerby Employer (collectively, relating to the Business or any other business actually engaged in by a Related Party during the Term"Inventions"), or a Related Entity's actual or demonstrably anticipated research or development, shall belong to and shall be the sole property of the Employer. Executive further agrees to promptly disclose each such Invention to the Employer and to execute such applications, assignments ---------- constitute and shall constitute works specially ordered or commissioned as "works made for hire" under the United States Copyright Act and other documents as applicable law. Without limiting the foregoing, Employee hereby assigns and transfers to Employer all rights of whatever nature that Employee may be necessary have, including, without limitation, any patent, trade secret, trademark or convenient to vest service xxxx rights (and any goodwill appurtenant thereto), any rights of publicity and any right, title and interest in any copyright and any right that may affix under any copyright law now or hereinafter in force and effect in the Employer full title to each such Invention and as may be necessary or convenient to obtain United States of America or in any other country or countries, in and foreign patentsto any Invention. Employee acknowledges and agrees that Employer shall have the royalty-free right to use in its businesses, copyrights and trademarks thereon to the extent the Employer may so choosemake and sell products, processes, programs, systems designs, methods, formulas, apparatus, techniques, and services derived from any Inventions (whether or not patentable or copyrightable), as well as all improvements thereof or know-how related thereto. The provisions of this Section 3.2 shall survive termination of this Agreement for any reason. (b) For purposes of this Agreement, an Invention shall be deemed to have been "made during the period of the ExecutiveEmployee's employment employment" if, during such period, the Invention was conceived, in part or in whole, or first actually reduced to practice, and the Executive . Employee agrees that any patent, trademark copyright or copyright trade xxxx application (i) covering intellectual property that relates to services performed by Employee hereunder or that is applicable to those products or services of Employer that were within the scope of Employee's responsibilities hereunder, and (ii) that is filed by or for the benefit of Employee or any of his Affiliates within six (6) months one year after termination of his Employee's employment shall be presumed to relate to an Invention made during the term of his employment and Employee shall have the burden of proof to prove otherwise. (c) This Section 3.2 shall not apply to an Invention for which no equipment, supplies, facilities or Confidential Information (as defined below) of Employer was used and that was developed entirely on Employee's own time, unless Executive can provide evidence as (i) the invention relates or is applicable to the contrary. Executive represents and warrants services performed by Employee hereunder or that is applicable to those services or products of Employer that were within the scope of Employee's responsibilities hereunder, or (ii) results from any work relating to the Employer Business that all inventions heretofore developed by Executive during the course of Executive's employment with SBC was performed, caused to be used performed, or supervised by Employee for or on behalf of Employer. (d) Employee agrees, without further consideration, to (i) promptly disclose each such Invention to Employer, to Employee's immediate supervisor and to such other individuals as Employer may direct, (ii) execute and to join others in respect of the business of SBC belong to and are the sole property of HA-LO Industries, Inc., a Delaware corporation (as the surviving corporation in the merger contemplated by the Merger Agreement), that he has not sold, transferred or assigned any such invention or rights therein to a third party, and that Executive shall execute executing such applications, assignments or and other documents as may be necessary or convenient to vest in such surviving corporation Employer, or its designee, full title to each such invention Invention and as may be necessary or convenient to obtain United States and foreign patentspatents and copyrights thereon, copyrights and trademarks thereon to the extent the Employer may so choose. This Section 12 shall not apply choose in its sole discretion, (iii) testify in any legal proceeding relative to an invention for which no material equipment, supplies or facilitysuch Invention whenever requested to do so by Employer, and no confidential (iv) furnish all facts relating to such Inventions or the history thereof. (e) Employee agrees that he will not at any time, except as authorized or directed by Employer, publish or disclose any information or other trade secret information, of a Related Entity was used and which was developed, consistent with this Agreement, entirely on Executive's own time, unless the invention relates to the Post-Termination Businessknowledge concerning any Inventions.

Inventions and Other Matters. Executive (a) Employee agrees that all ideasall, inventions, artworkdiscoveries or improvements made during the period of Employee's employment with Employer, including, without limitation, computer software (including source code, operating systems and specifications, data, data bases, files documentation and other materials related thereto), HTML or other scripts, web site designs, art work, visual images, designsprogramming code and programs, conceptsprocesses, discoveries uses, apparatuses, specialized information relating in any way to or improvement (collectively that is useful in the "Inventions") which Executivebusiness or products of Employer or Employer's actual or demonstrably anticipated research or development, designs or compositions of any kind that Employee, individually or with others, may originate or develop (or has heretofore originated and developed) while employed with Employerby Employer (collectively, relating to the Business or any other business actually engaged in by a Related Party during the Term"Inventions"), or a Related Entity's actual or demonstrably anticipated research or development, shall belong to and shall be the sole property of the Employer. Executive further agrees to promptly disclose each such Invention to the Employer and to execute such applications, assignments ---------- constitute and shall constitute works specially ordered or commissioned as "works made for hire" under the United States Copyright Act and other documents as applicable law. Without limiting the foregoing, Employee hereby assigns and transfers to Employer all rights of whatever nature that Employee may be necessary have, including, without limitation, any patent, trade secret, trademark or convenient to vest service xxxx rights (and any goodwill appurtenant thereto), any rights of publicity and any right, title and interest in any copyright and any right that may affix under any copyright law now or hereinafter in force and effect in the Employer full title to each such Invention and as may be necessary or convenient to obtain United States of America or in any other country or countries, in and foreign patentsto any Invention. Employee acknowledges and agrees that Employer shall have the royalty-free right to use in its businesses, copyrights and trademarks thereon to the extent the Employer may so choosemake and sell products, processes, programs, systems designs, methods, formulas, apparatus, techniques, and services derived from any Inventions (whether or not patentable or copyrightable), as well as all improvements thereof or know-how related thereto. The provisions of this Section 3.2 shall survive termination of this Agreement for any reason. (b) For purposes of this Agreement, an Invention shall be deemed to have been "made during the period of the ExecutiveEmployee's employment employment" if, during such period, the Invention was conceived, in part or in whole, or first actually reduced to practice, and the Executive . Employee agrees that any patent, trademark copyright or copyright trade xxxx application (i) covering intellectual property that relates to services performed by Employee hereunder or that is applicable to those products or services of Employer that were within the scope of Employee's responsibilities hereunder, and (ii) that is filed by or for the benefit of Employee or any of his Affiliates within six (6) months one year after termination of his Employee's employment shall be presumed to relate to an Invention made during the term of his employment and Employee shall have the burden of proof to prove otherwise. (c) This Section 3.2 shall not apply to an Invention for which no equipment, supplies, facilities or Confidential Information (as defined below) of Employer was used and that was developed entirely on Employee's own time, unless Executive can provide evidence as (i) the invention relates or is applicable to the contrary. Executive represents and warrants services performed by Employee hereunder or that is applicable to those services or products of Employer that were within the scope of Employee's responsibilities hereunder, or (ii) results from any work relating to the Employer Business that all inventions heretofore developed by Executive during the course of Executive's employment with SBC was performed, caused to be used performed, or supervised by Employee for or on behalf of Employer. (d) Employee agrees, without further consideration, to (i) promptly disclose each such Invention to Employer, to Employee's immediate supervisor and to such other individuals as Employer may direct, (ii) execute and to join others in respect of the business of SBC belong to and are the sole property of HA-LO Industries, Inc., a Delaware corporation (as the surviving corporation in the merger contemplated by the Merger Agreement), that he has not sold, transferred or assigned any such invention or rights therein to a third party, and that Executive shall execute executing such applications, assignments or and other documents as may be necessary or convenient to vest in such surviving corporation Employer, or its designee, full title to each such invention Invention and as may be necessary or convenient to obtain United States and foreign patentspatents and copyrights thereon, copyrights and trademarks thereon to the extent the Employer may so choose. This Section 12 shall not apply choose in its sole discretion, (iii) testify in any legal proceeding relative to an invention for which no material equipment, supplies or facilitysuch Invention whenever requested to do so by Employer, and no confidential (iv) furnish all facts relating to such Inventions or the history thereof. (e) Employee agrees that he will not at any time, except as authorized or directed by Employer, publish or disclose any information or other trade secret information, of a Related Entity was used and which was developed, consistent with this Agreement, entirely on Executive's own time, unless the invention relates to the Post-Termination Businessknowledge concerning any Inventions.

Inventions and Other Matters. Executive (a) Employee agrees that all ideasall, inventions, artworkdiscoveries or improvements made during the period of Employee’s employment with Employer, including, without limitation, computer software (including source code, operating systems and specifications, data, data bases, files documentation and other materials related thereto), HTML or other scripts, web site designs, art work, visual images, designsprogramming code and programs, conceptsprocesses, discoveries uses, apparatuses, specialized information relating in any way to or improvement (collectively that is useful in the "Inventions") which Executivebusiness or products of Employer or Employer’s actual or demonstrably anticipated research or development, designs or compositions of any kind that Employee, individually or with others, may originate or develop (or has heretofore originated and developed) while employed with Employerby Employer (collectively, relating to the Business or any other business actually engaged in by a Related Party during the Term“Inventions”), or a Related Entity's actual or demonstrably anticipated research or development, shall belong to and shall be the sole property of the Employer. Executive further agrees to promptly disclose each such Invention to the Employer and to execute such applications, assignments constitute ————— and shall constitute works specially ordered or commissioned as “works made for hire” under the United States Copyright Act and other documents as applicable law. Without limiting the foregoing, Employee hereby assigns and transfers to Employer all rights of whatever nature that Employee may be necessary have, including, without limitation, any patent, trade secret, trademark or convenient to vest service mxxx rights (and any goodwill appurtenant thereto), any rights of publicity and any right, title and interest in any copyright and any right that may affix under any copyright law now or hereinafter in force and effect in the Employer full title to each such Invention and as may be necessary or convenient to obtain United States of America or in any other country or countries, in and foreign patentsto any Invention. Employee acknowledges and agrees that Employer shall have the royalty-free right to use in its businesses, copyrights and trademarks thereon to the extent the Employer may so choosemake and sell products, processes, programs, systems designs, methods, formulas, apparatus, techniques, and services derived from any Inventions (whether or not patentable or copyrightable), as well as all improvements thereof or know-how related thereto. The provisions of this Section 3.2 shall survive termination of this Agreement for any reason. (b) For purposes of this Agreement, an Invention shall be deemed to have been “made during the period of the Executive's employment Employee’s employment” if, during such period, the Invention was conceived, in part or in whole, or first actually reduced to practice, and the Executive . Employee agrees that any patent, trademark copyright or copyright trade mxxx application (i) covering intellectual property that relates to services performed by Employee hereunder or that is applicable to those products or services of Employer that were within the scope of Employee’s responsibilities hereunder, and (ii) that is filed by or for the benefit of Employee or any of his Affiliates within six one (61) months year after termination of his Employee’s employment shall be presumed to relate to an Invention made during the term of his employment and Employee shall have the burden of proof to prove otherwise. (c) This Section 3.2 shall not apply to an Invention for which no equipment, supplies, facilities or Confidential Information (as defined below) of Employer was used and that was developed entirely on Employee’s own time, unless Executive can provide evidence as (i) the invention relates or is applicable to the contrary. Executive represents and warrants services performed by Employee hereunder or that is applicable to those services or products of Employer that were within the scope of Employee’s responsibilities hereunder, or (ii) results from any work relating to the Employer Business that all inventions heretofore developed by Executive during the course of Executive's employment with SBC was performed, caused to be used performed, or supervised by Employee for or on behalf of Employer. (d) Employee agrees, without further consideration, to (i) promptly disclose each such Invention to Employer, to Employee’s immediate supervisor and to such other individuals as Employer may direct, (ii) execute and to join others in respect of the business of SBC belong to and are the sole property of HA-LO Industries, Inc., a Delaware corporation (as the surviving corporation in the merger contemplated by the Merger Agreement), that he has not sold, transferred or assigned any such invention or rights therein to a third party, and that Executive shall execute executing such applications, assignments or and other documents as may be necessary or convenient to vest in such surviving corporation Employer, or its designee, full title to each such invention Invention and as may be necessary or convenient to obtain United States and foreign patentspatents and copyrights thereon, copyrights and trademarks thereon to the extent the Employer may so choose. This Section 12 shall not apply choose in its sole discretion, (iii) testify in any legal proceeding relative to an invention for which no material equipment, supplies or facilitysuch Invention whenever requested to do so by Employer, and no confidential (iv) furnish all facts relating to such Inventions or the history thereof. (e) Employee agrees that he will not at any time, except as authorized or directed by Employer, publish or disclose any information or other trade secret information, of a Related Entity was used and which was developed, consistent with this Agreement, entirely on Executive's own time, unless the invention relates to the Post-Termination Businessknowledge concerning any Inventions.

Inventions and Other Matters. Executive (a) Employee agrees that all ideasall, inventions, artworkdiscoveries or improvements made during the period of Employee’s employment with Employer, including, without limitation, computer software (including source code, operating systems and specifications, data, data bases, files documentation and other materials related thereto), HTML or other scripts, web site designs, art work, visual images, designsprogramming code and programs, conceptsprocesses, discoveries uses, apparatuses, specialized information relating in any way to or improvement (collectively that is useful in the "Inventions") which Executivebusiness or products of Employer or Employer’s actual or demonstrably anticipated research or development, designs or compositions of any kind that Employee, individually or with others, may originate or develop (or has heretofore originated and developed) while employed with Employerby Employer (collectively, relating to the Business or any other business actually engaged in by a Related Party during the Term“Inventions”), or a Related Entity's actual or demonstrably anticipated research or development, shall belong to and shall be the sole property of the Employer. Executive further agrees to promptly disclose each such Invention to the Employer and to execute such applications, assignments constitute ————— and shall constitute works specially ordered or commissioned as “works made for hire” under the United States Copyright Act and other documents as applicable law. Without limiting the foregoing, Employee hereby assigns and transfers to Employer all rights of whatever nature that Employee may be necessary have, including, without limitation, any patent, trade secret, trademark or convenient to vest service xxxx rights (and any goodwill appurtenant thereto), any rights of publicity and any right, title and interest in any copyright and any right that may affix under any copyright law now or hereinafter in force and effect in the Employer full title to each such Invention and as may be necessary or convenient to obtain United States of America or in any other country or countries, in and foreign patentsto any Invention. Employee acknowledges and agrees that Employer shall have the royalty-free right to use in its businesses, copyrights and trademarks thereon to the extent the Employer may so choosemake and sell products, processes, programs, systems designs, methods, formulas, apparatus, techniques, and services derived from any Inventions (whether or not patentable or copyrightable), as well as all improvements thereof or know-how related thereto. The provisions of this Section 3.2 shall survive termination of this Agreement for any reason. (b) For purposes of this Agreement, an Invention shall be deemed to have been “made during the period of the Executive's employment Employee’s employment” if, during such period, the Invention was conceived, in part or in whole, or first actually reduced to practice, and the Executive . Employee agrees that any patent, trademark copyright or copyright trade xxxx application (i) covering intellectual property that relates to services performed by Employee hereunder or that is applicable to those products or services of Employer that were within the scope of Employee’s responsibilities hereunder, and (ii) that is filed by or for the benefit of Employee or any of his Affiliates within six one (61) months year after termination of his Employee’s employment shall be presumed to relate to an Invention made during the term of his employment and Employee shall have the burden of proof to prove otherwise. (c) This Section 3.2 shall not apply to an Invention for which no equipment, supplies, facilities or Confidential Information (as defined below) of Employer was used and that was developed entirely on Employee’s own time, unless Executive can provide evidence as (i) the invention relates or is applicable to the contrary. Executive represents and warrants services performed by Employee hereunder or that is applicable to those services or products of Employer that were within the scope of Employee’s responsibilities hereunder, or (ii) results from any work relating to the Employer Business that all inventions heretofore developed by Executive during the course of Executive's employment with SBC was performed, caused to be used performed, or supervised by Employee for or on behalf of Employer. (d) Employee agrees, without further consideration, to (i) promptly disclose each such Invention to Employer, to Employee’s immediate supervisor and to such other individuals as Employer may direct, (ii) execute and to join others in respect of the business of SBC belong to and are the sole property of HA-LO Industries, Inc., a Delaware corporation (as the surviving corporation in the merger contemplated by the Merger Agreement), that he has not sold, transferred or assigned any such invention or rights therein to a third party, and that Executive shall execute executing such applications, assignments or and other documents as may be necessary or convenient to vest in such surviving corporation Employer, or its designee, full title to each such invention Invention and as may be necessary or convenient to obtain United States and foreign patentspatents and copyrights thereon, copyrights and trademarks thereon to the extent the Employer may so choose. This Section 12 shall not apply choose in its sole discretion, (iii) testify in any legal proceeding relative to an invention for which no material equipment, supplies or facilitysuch Invention whenever requested to do so by Employer, and no confidential (iv) furnish all facts relating to such Inventions or the history thereof. (e) Employee agrees that he will not at any time, except as authorized or directed by Employer, publish or disclose any information or other trade secret information, of a Related Entity was used and which was developed, consistent with this Agreement, entirely on Executive's own time, unless the invention relates to the Post-Termination Businessknowledge concerning any Inventions.

Inventions and Other Matters. Executive (a) Employee agrees that all ideasall, inventions, artworkdiscoveries or improvements made during the period of Employee's employment with Employer, including, without limitation, computer software (including source code, operating systems and specifications, data, data bases, files documentation and other materials related thereto), HTML or other scripts, web site designs, art work, visual images, designsprogramming code and programs, conceptsprocesses, discoveries uses, apparatuses, specialized information relating in any way to or improvement (collectively that is useful in the "Inventions") which Executivebusiness or products of Employer or Employer's actual or demonstrably anticipated research or development, designs or compositions of any kind that Employee, individually or with others, may originate or develop (or has heretofore originated and developed) while employed with Employerby Employer (collectively, relating to the Business or any other business actually engaged in by a Related Party during the Term"Inventions"), or a Related Entity's actual or demonstrably anticipated research or development, shall belong to and shall be the sole property of the Employer. Executive further agrees to promptly disclose each such Invention to the Employer and to execute such applications, assignments constitute ---------- and shall constitute works specially ordered or commissioned as "works made for hire" under the United States Copyright Act and other documents as applicable law. Without limiting the foregoing, Employee hereby assigns and transfers to Employer all rights of whatever nature that Employee may be necessary have, including, without limitation, any patent, trade secret, trademark or convenient to vest service xxxx rights (and any goodwill appurtenant thereto), any rights of publicity and any right, title and interest in any copyright and any right that may affix under any copyright law now or hereinafter in force and effect in the Employer full title to each such Invention and as may be necessary or convenient to obtain United States of America or in any other country or countries, in and foreign patentsto any Invention. Employee acknowledges and agrees that Employer shall have the royalty-free right to use in its businesses, copyrights and trademarks thereon to the extent the Employer may so choosemake and sell products, processes, programs, systems designs, methods, formulas, apparatus, techniques, and services derived from any Inventions (whether or not patentable or copyrightable), as well as all improvements thereof or know-how related thereto. The provisions of this Section 3.2 shall survive termination of this Agreement for any reason. (b) For purposes of this Agreement, an Invention shall be deemed to have been "made during the period of the ExecutiveEmployee's employment employment" if, during such period, the Invention was conceived, in part or in whole, or first actually reduced to practice, and the Executive . Employee agrees that any patent, trademark copyright or copyright trade xxxx application (i) covering intellectual property that relates to services performed by Employee hereunder or that is applicable to those products or services of Employer that were within the scope of Employee's responsibilities hereunder, and (ii) that is filed by or for the benefit of Employee or any of his Affiliates within six one (61) months year after termination of his Employee's employment shall be presumed to relate to an Invention made during the term of his employment and Employee shall have the burden of proof to prove otherwise. (c) This Section 3.2 shall not apply to an Invention for which no equipment, supplies, facilities or Confidential Information (as defined below) of Employer was used and that was developed entirely on Employee's own time, unless Executive can provide evidence as (i) the invention relates or is applicable to the contrary. Executive represents and warrants services performed by Employee hereunder or that is applicable to those services or products of Employer that were within the scope of Employee's responsibilities hereunder, or (ii) results from any work relating to the Employer Business that all inventions heretofore developed by Executive during the course of Executive's employment with SBC was performed, caused to be used performed, or supervised by Employee for or on behalf of Employer. (d) Employee agrees, without further consideration, to (i) promptly disclose each such Invention to Employer, to Employee's immediate supervisor and to such other individuals as Employer may direct, (ii) execute and to join others in respect of the business of SBC belong to and are the sole property of HA-LO Industries, Inc., a Delaware corporation (as the surviving corporation in the merger contemplated by the Merger Agreement), that he has not sold, transferred or assigned any such invention or rights therein to a third party, and that Executive shall execute executing such applications, assignments or and other documents as may be necessary or convenient to vest in such surviving corporation Employer, or its designee, full title to each such invention Invention and as may be necessary or convenient to obtain United States and foreign patentspatents and copyrights thereon, copyrights and trademarks thereon to the extent the Employer may so choose. This Section 12 shall not apply choose in its sole discretion, (iii) testify in any legal proceeding relative to an invention for which no material equipment, supplies or facilitysuch Invention whenever requested to do so by Employer, and no confidential (iv) furnish all facts relating to such Inventions or the history thereof. (e) Employee agrees that he will not at any time, except as authorized or directed by Employer, publish or disclose any information or other trade secret information, of a Related Entity was used and which was developed, consistent with this Agreement, entirely on Executive's own time, unless the invention relates to the Post-Termination Businessknowledge concerning any Inventions.

Inventions and Other Matters. Executive (a) Employee agrees that all ideas, inventions, artwork, images, designs, concepts, discoveries or improvement (collectively the "Inventions") which Executive, individually or with others, may originate or develop (or has heretofore originated and developed) while employed with Employer, relating to the Business or improvements made at any other business actually engaged in by a Related Party time during the Termperiod of Employee's employment (as determined in accordance with Section 9(b)), including, without limitation, new machines, devices, computer software (including, without limitation, source code, operating systems and specifications, data, data bases, files, documentation and other materials related thereto), programs, processes, uses, apparatuses, specialized information relating in any way to or a Related Entityis useful in the business or products of Employer or Employer's actual or demonstrably anticipated research or development, trade marks or service marks, designs or compositions of any kind that Employee, individually or with others, that may originate or develop or has originated or been developed, while employed by Employer (collectively, "INVENTIONS"), shall belong to and be the sole property of Employer and shall constitute works made pursuant to Employee's employment with Employer or works specially ordered or commissioned as "works made for hire" under the EmployerUnited States Copyright Act and other applicable law. Executive further Without limiting the foregoing, Employee hereby assigns and transfers to Employer all rights, title, and interest of whatever nature that Employee may have, including, without limitation, any patent, trade secret, trademark or service xxxx rights (and any goodwill appurtenant thereto), any rights of publicity and any right, title and interest in any copyright and any right that may affix under any copyright law now or hereinafter in force and effect, in the United States or in any other country or countries, in and to any Invention. Employee acknowledges and agrees that Employer also shall have the royalty-free right to promptly disclose each such Invention use in its businesses, and to make and sell products, processes, programs, systems designs, methods, formulas, apparatus, techniques, and services derived from any Inventions (whether or not patentable or copyrightable), as well as all improvements thereof or know-how related thereto. The provisions of this Section 9 extend back nunc pro tunc to the Employee's date of first employment by Pamet and by Employer and to execute such applicationsextend into the future. Further, assignments and other documents as may be necessary or convenient to vest in the Employer full title to each such Invention and as may be necessary or convenient to obtain United States and foreign patents, copyrights and trademarks thereon to the extent the Employer may so choose. provisions of this Section 9 shall survive termination of this Agreement for any reason. (b) For purposes of this Agreement, an Invention shall be deemed to have been "made at any time during the period of the ExecutiveEmployee's employment employment" if, during such period, the Invention was conceived, in part or in whole, or first actually reduced to practice, and the Executive . Employee agrees that any patent, trademark copyright or copyright trade xxxx application filed by or for the benefit of Employee or any of his affiliates within six (6) months one year after termination of his Employee's employment shall be presumed to relate to an Invention made during the term of his employment and Employee shall have the burden of proof to prove otherwise. (c) This Section 9 shall not apply to an Invention for which no equipment, supplies, facilities or Confidential Information of Employer was used and that was developed entirely on Employee's own time, unless Executive can provide evidence as (i) the invention relates in any way to the contrary. Executive represents and warrants to the Employer that all inventions heretofore developed by Executive during the course of Executive's employment with SBC to be used or is useful in respect of the business or products of SBC belong Employer, or Employer's actual or demonstrably anticipated research or development, or (ii) results from any work performed by Employee for or on behalf of Employer. (d) Employee agrees, without further consideration, to (i) promptly disclose each such Invention to Employer, to Employee's immediate supervisor and are the sole property of HA-LO Industriesto such other individuals as Employer may direct, Inc., a Delaware corporation (as the surviving corporation ii) execute and to join others in the merger contemplated by the Merger Agreement), that he has not sold, transferred or assigned any such invention or rights therein to a third party, and that Executive shall execute executing such applications, assignments or and other documents as may be necessary or convenient to vest in such surviving corporation Employer, or its designee, full title to each such invention Invention and as may be necessary or convenient to obtain United States and foreign patentspatents and copyrights thereon, copyrights and trademarks thereon to the extent the Employer may so choose. This Section 12 shall not apply choose in its sole discretion, (iii) testify in any legal proceeding relative to an invention for which no material equipment, supplies or facilitysuch Invention whenever requested to do so by Employer, and no confidential (iv) furnish all facts relating to said Inventions or the history thereof. (e) Employee agrees that he will not any time, except as authorized or directed by Employer, publish or disclose any information or other trade secret information, of a Related Entity was used and which was developed, consistent with this Agreement, entirely on Executive's own time, unless the invention relates to the Post-Termination Businessknowledge constituting or concerning any Invention or Inventions.

Inventions and Other Matters. Executive (a) Employee agrees that all ideasall, inventions, artworkdiscoveries or improvements made during the period of Employee's employment with Employer, including, without limitation, computer software (including source code, operating systems and specifications, data, data bases, files documentation and other materials related thereto), HTML or other scripts, web site designs, art work, visual images, designsprogramming code and programs, conceptsprocesses, discoveries uses, apparatuses, specialized information relating in any way to or improvement (collectively that is useful in the "Inventions") which Executivebusiness or products of Employer or Employer's actual or demonstrably anticipated research or development, designs or compositions of any kind that Employee, individually or with others, may originate or develop (or has heretofore originated and developed) while employed with Employerby Employer (collectively, relating to the Business or any other business actually engaged in by a Related Party during the Term"Inventions"), or a Related Entity's actual or demonstrably anticipated research or development, shall belong to and shall be the sole property of the Employer. Executive further agrees to promptly disclose each such Invention to the Employer and to execute such applications, assignments constitute and shall constitute works specially ordered or commissioned as "works made for hire" under the United States Copyright Act and other documents as applicable law. Without limiting the foregoing, Employee hereby assigns and transfers to Employer all rights of whatever nature that Employee may be necessary have, including, without limitation, any patent, trade secret, trademark or convenient to vest service xxxx rights (and any goodwill appurtenant thereto), any rights of publicity and any right, title and interest in any copyright and any right that may affix under any copyright law now or hereinafter in force and effect in the Employer full title to each such Invention and as may be necessary or convenient to obtain United States of America or in any other country or countries, in and foreign patentsto any Invention. Employee acknowledges and agrees that Employer shall have the royalty-free right to use in its businesses, copyrights and trademarks thereon to the extent the Employer may so choosemake and sell products, processes, programs, systems designs, methods, formulas, apparatus, techniques, and services derived from any Inventions (whether or not patentable or copyrightable), as well as all improvements thereof or know-how related thereto. The provisions of this Section 3.2 shall survive termination of this Agreement for any reason. (b) For purposes of this Agreement, an Invention shall be deemed to have been "made during the period of the ExecutiveEmployee's employment employment" if, during such period, the Invention was conceived, in part or in whole, or first actually reduced to practice, and the Executive . Employee agrees that any patent, trademark copyright or copyright trade xxxx application (i) covering intellectual property that relates to services performed by Employee hereunder or that is applicable to those products or services of Employer that were within the scope of Employee's responsibilities hereunder, and (ii) that is filed by or for the benefit of Employee or any of his Affiliates within six (6) months one year after termination of his Employee's employment shall be presumed to relate to an Invention made during the term of his employment and Employee shall have the burden of proof to prove otherwise. (c) This Section 3.2 shall not apply to an Invention for which no equipment, supplies, facilities or Confidential Information (as defined below) of Employer was used and that was developed entirely on Employee's own time, unless Executive can provide evidence as (i) the invention relates or is applicable to the contrary. Executive represents and warrants services performed by Employee hereunder or that is applicable to those services or products of Employer that were within the scope of Employee's responsibilities hereunder, or (ii) results from any work relating to the Employer Business that all inventions heretofore developed by Executive during the course of Executive's employment with SBC was performed, caused to be used performed, or supervised by Employee for or on behalf of Employer. (d) Employee agrees, without further consideration, to (i) promptly disclose each such Invention to Employer, to Employee's immediate supervisor and to such other individuals as Employer may direct, (ii) execute and to join others in respect of the business of SBC belong to and are the sole property of HA-LO Industries, Inc., a Delaware corporation (as the surviving corporation in the merger contemplated by the Merger Agreement), that he has not sold, transferred or assigned any such invention or rights therein to a third party, and that Executive shall execute executing such applications, assignments or and other documents as may be necessary or convenient to vest in such surviving corporation Employer, or its designee, full title to each such invention Invention and as may be necessary or convenient to obtain United States and foreign patentspatents and copyrights thereon, copyrights and trademarks thereon to the extent the Employer may so choose. This Section 12 shall not apply choose in its sole discretion, (iii) testify in any legal proceeding relative to an invention for which no material equipment, supplies or facilitysuch Invention whenever requested to do so by Employer, and no confidential (iv) furnish all facts relating to such Inventions or the history thereof. (e) Employee agrees that he will not at any time, except as authorized or directed by Employer, publish or disclose any information or other trade secret information, of a Related Entity was used and which was developed, consistent with this Agreement, entirely on Executive's own time, unless the invention relates to the Post-Termination Businessknowledge concerning any Inventions.

Inventions and Other Matters. Executive (a) Employee agrees that all ideas, inventions, artwork, images, designs, concepts, discoveries or improvement improvements made during the period of Employee's employment with Employer, including, without limitation, computer software (collectively including source code, operating systems and specifications, data, data bases, files documentation and other materials related thereto), HTML or other scripts, web site designs, art work, visual images, programming code and programs, processes, uses, apparatuses, specialized information relating in any way to or that is useful in the "Inventions") which Executivebusiness or products of Employer or Employer's actual or demonstrably anticipated research or development, designs or compositions of any kind that Employee, individually or with others, may originate or develop (or has heretofore originated and developed) while employed with Employerby Employer (collectively, relating to the Business or any other business actually engaged in by a Related Party during the Term"Inventions"), or a Related Entity's actual or demonstrably anticipated research or development, shall belong to and shall be the sole property of the Employer. Executive further agrees to promptly disclose each such Invention to the Employer and to execute such applications, assignments constitute and shall constitute works specially ordered or commissioned as "works made for hire" under the United States Copyright Act and other documents as applicable law. Without limiting the foregoing, Employee hereby assigns and transfers to Employer all rights of whatever nature that Employee may be necessary have, including, without limitation, any patent, trade secret, trademark or convenient to vest service xxxx rights (and any goodwill appurtenant thereto), any rights of publicity and any right, title and interest in any copyright and any right that may affix under any copyright law now or hereinafter in force and effect in the Employer full title to each such Invention and as may be necessary or convenient to obtain United States of America or in any other country or countries, in and foreign patentsto any Invention. Employee acknowledges and agrees that Employer shall have the royalty-free right to use in its businesses, copyrights and trademarks thereon to the extent the Employer may so choosemake and sell products, processes, programs, systems designs, methods, formulas, apparatus, techniques, and services derived from any Inventions (whether or not patentable or copyrightable), as well as all improvements thereof or know-how related thereto. The provisions of this Section 3.2 shall survive termination of this Agreement for any reason. (b) For purposes of this Agreement, an Invention shall be deemed to have been "made during the period of the ExecutiveEmployee's employment employment" if, during such period, the Invention was conceived, in part or in whole, or first actually reduced to practice, and the Executive . Employee agrees that any patent, trademark copyright or copyright trade xxxx application (i) covering intellectual property that relates to services performed by Employee hereunder or that is applicable to those products or services of Employer that were within the scope of Employee's responsibilities hereunder, and (ii) that is filed by or for the benefit of Employee or any of his Affiliates within six nine (69) months after termination of his Employee's employment shall be presumed to relate to an Invention made during the term of his employment and Employee shall have the burden of proof to prove otherwise. (c) This Section 3.2 shall not apply to an Invention for which no equipment, supplies, facilities or Confidential Information (as defined below) of Employer was used and that was developed entirely on Employee's own time, unless Executive can provide evidence as (i) the invention relates or is applicable to the contrary. Executive represents and warrants services performed by Employee hereunder or that is applicable to those services or products of Employer that were within the scope of Employee's responsibilities hereunder, or (ii) results from any work relating to the Employer Business that all inventions heretofore developed by Executive during the course of Executive's employment with SBC was performed, caused to be used performed, or supervised by Employee for or on behalf of Employer. (d) Employee agrees, without further consideration, to (i) promptly disclose each such Invention to Employer, to Employee's immediate supervisor and to such other individuals as Employer may direct, (ii) execute and to join others in respect of the business of SBC belong to and are the sole property of HA-LO Industries, Inc., a Delaware corporation (as the surviving corporation in the merger contemplated by the Merger Agreement), that he has not sold, transferred or assigned any such invention or rights therein to a third party, and that Executive shall execute executing such applications, assignments or and other documents as may be necessary or convenient to vest in such surviving corporation Employer, or its designee, full title to each such invention Invention and as may be necessary or convenient to obtain United States and foreign patentspatents and copyrights thereon, copyrights and trademarks thereon to the extent the Employer may so choose. This Section 12 choose in its sole discretion, (iii) testify in any legal proceeding relative to such Invention whenever requested to do so by Employer, upon reasonable notice and provided Employer shall not apply to an invention reimburse Employee for which no material equipment, supplies or facilityany reasonable related travel and lodging expense, and no confidential (iv) furnish all facts relating to such Inventions or the history thereof. (e) Employee agrees that he will not at any time, except as authorized or directed by Employer, publish or disclose any information or other trade secret information, of a Related Entity was used and which was developed, consistent with this Agreement, entirely on Executive's own time, unless the invention relates to the Post-Termination Businessknowledge concerning any Inventions.

Inventions and Other Matters. Executive (a) Employee agrees that all ideas, inventions, artwork, images, designs, concepts, discoveries or improvement improvements made during the period of Employee's employment with Employer, including, without limitation, new machines, devices, computer software (collectively including source code, operating systems and specifications, data, data bases, files documentation and other materials related thereto), programs, processes, uses, apparatuses, specialized information relating in any way to or that is useful in the "Inventions") which Executivebusiness or products of Employer or Employer's actual or demonstrably anticipated research or development, designs or compositions of any kind that Employee, individually or with others, may originate or develop (or has heretofore originated and developed) while employed with Employerby Employer (collectively, relating to the Business or any other business actually engaged in by a Related Party during the Term, or a Related Entity's actual or demonstrably anticipated research or development"Inventions"), shall belong to and be the sole property of the Employer. Executive further agrees to promptly disclose each such Invention to the Employer and to execute such applications, assignments shall constitute works specially ordered or commissioned as "works made for hire" under the United States Copyright Act and other documents as applicable law. Without limiting the foregoing, Employee hereby assigns and transfers to Employer all rights of whatever nature that Employee may be necessary have, including, without limitation, any patent, trade secret, trademark or convenient to vest service xxxx rights (and any goodwill appurtenant thereto), any rights of publicity and any right, title and interest in any copyright and any right that may affix under any copyright law now or hereinafter in force and effect in the Employer full title to each such Invention and as may be necessary or convenient to obtain United States of America or in any other country or countries, in and foreign patentsto any Invention. Employee acknowledges and agrees that Employer shall have the royalty-free right to use in its businesses, copyrights and trademarks thereon to the extent the Employer may so choose. make and sell products, processes, programs, systems designs, methods, formulas, apparatus, techniques, and services derived from any Inventions (whether or not patentable or copyrightable), as well as all improvements thereof or know-how related thereto. (b) For purposes of this Agreement, an Invention shall be deemed to have been "made during the period of the ExecutiveEmployee's employment employment" if, during such period, the Invention was conceived, in part or in whole, or first actually reduced to practice, and the Executive . Employee agrees that any patent, trademark copyright or copyright trade xxxx application filed by or for the benefit of Employee or any of his affiliates within six (6) months a year after termination of his Employee's employment shall be presumed to relate to an Invention made during the term of his employment and Employee shall have the burden of proof to prove otherwise. (c) This Section 9 shall not apply to an Invention for which no equipment, supplies, facilities or Confidential Information (as defined below) of Employer was used and that was developed entirely on Employee's own time, unless Executive can provide evidence as (i) the invention relates in any way to the contrary. Executive represents and warrants to the Employer that all inventions heretofore developed by Executive during the course of Executive's employment with SBC to be used or is useful in respect of the business or products of SBC belong Employer, or Employer's actual or demonstrably anticipated research or development, or (ii) results from any work performed by Employee for or on behalf of Employer. (d) Employee agrees, without further consideration, to (i) promptly disclose each such Invention to Employer, to Employee's immediate supervisor and are the sole property of HA-LO Industriesto such other individuals as Employer may direct, Inc., a Delaware corporation (as the surviving corporation ii) execute and to join others in the merger contemplated by the Merger Agreement), that he has not sold, transferred or assigned any such invention or rights therein to a third party, and that Executive shall execute executing such applications, assignments or and other documents as may be necessary or convenient to vest in such surviving corporation Employer, or its designee, full title to each such invention Invention and as may be necessary or convenient to obtain United States and foreign patentspatents and copyrights thereon, copyrights and trademarks thereon to the extent the Employer may so choose. This Section 12 shall not apply choose in its sole discretion, (iii) testify in any legal proceeding relative to an invention for which no material equipment, supplies or facilitysuch Invention whenever requested to do so by Employer, and no confidential (iv) furnish all facts relating to such Inventions or the history thereof. (e) Employee agrees that he will not at any time, except as authorized or directed by Employer, publish or disclose any information or knowledge concerning any Inventions unless disclosure is required by government regulation, subpoena or other trade secret information, of a Related Entity was used and which was developed, consistent with this Agreement, entirely on Executive's own time, unless the invention relates to the Post-Termination Businesslegal process.