Common use of Inventions and Patents Clause in Contracts

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees (a) I acknowledge that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that Work Product is the exclusive property of Employerthe Company. I hereby assign all right, as set forth abovetitle and interest in and to all Work Product to the Company. Any copyrightable works that fall within Work Product will be deemed “works made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company shall own all of the rights comprised in the copyright therein; provided, however, that to the extent such works may not, by operation of law, constitute “works made for hire,” I hereby assign to the Company all right, title and interest therein. (b) I will promptly and fully disclose all Work Product to the Company and will cooperate and perform at the expense of the Company all actions reasonably requested by the Company (whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after my employment) to establish, confirm and protect the term of this AgreementCompany’s right, title and interest in such Work Product. Without limiting the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing generality of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent applicationforegoing, provided Executive is named as an inventor I agree to assist the Company, at the Company’s expense, to secure its rights in the patent. Executive further agrees that Executive will promptly disclose Work Product in writing any and all countries, including the execution of all applications and all other instruments and documents which the Company shall deem necessary in order to Employer during the term of Executive’s employment apply for and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has obtain rights in such Inventions) Work Product and in order to assign and convey to the Company the sole and exclusive right, title and interest in and to such Work Product. If the Company is unable because of my mental or physical incapacity or for any other reason (including my refusal to do so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on after request therefor is made by the initialed Exhibit B (List of InventionsCompany) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings secure my signature to apply for or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made pursue any application for any United States or written prior foreign patents or copyright registrations covering Work Product belonging to or assigned to the date Company pursuant to Section 7(a) above, then I hereby irrevocably designate and appoint Xxxxxx’x and each of its duly authorized officers and agents as my agent and attorney-in-fact to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents or copyright registrations thereon with the same legal force and effect as if executed by me. I agree not to apply for or pursue any application for any United States or foreign patents or copyright registrations covering any Work Product other than pursuant to this Agreement and which paragraph in circumstances where such patents or copyright registrations are excluded from or have been or are required to be assigned to the operation of this AgreementCompany.

Inventions and Patents. For purposes (a) The Employee shall make prompt full disclosure in writing to the Corporation of this Agreement, “Inventions” includes, without limitation, information, all inventions, contributions, improvements, ideas, or improvements and discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventionspatentable, which records will be Employer’s property; b. Assign the Employee conceives, devises, makes, discovers, develops, perfects or first reduces to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executivepractice, either during alone or after the term of this Agreementjointly with others, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment of the Employee under this Employment Agreement, which relate in any way to the fields, products or business of the Corporation, including development and for one research, whether during or out of the usual hours of work or on or off the premises of the Corporation or by use of the facilities of the Corporation or otherwise and whether at the request or suggestion of the Corporation or otherwise (1) year thereafterall such inventions, all Inventions whether developed during improvements and discoveries being hereinafter called the time of such employment or thereafter ("Inventions"), including any Inventions, whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such patentable, conceived, devised, made, discovered, developed, perfected or first reduced to practice by the Employee after the employment of the Employee under this Employment Agreement is terminated if the Inventions can be determinedwere conceived by the Employee during the term of employment of the Employee under this Employment Agreement. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Any Inventions, softwarewhether or not patentable, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made devised, made, discovered, developed, perfected or written prior first reduced to practice by the Employee within six (6) months of the date of termination of the employment of the Employee under this Employment Agreement shall be conclusively presumed to have been conceived during the term of employment of the Employee under this Employment Agreement. (b) The Employee agrees that the Inventions shall be the sole and exclusive property of the Corporation. (c) The Employee agrees to assist the Corporation and its nominees in every reasonable way (entirely at its or their expense) to obtain for the benefit of the Corporation letters patent for the Inventions and trademarks, trade names and copyrights relating to the Inventions, and any renewals, extensions or reissues thereof, in any and all countries, and agrees to make, execute, acknowledge and deliver, at the request of the Corporation, all written applications for letters patent, trademarks, trade names and copyrights relating to the Inventions and any renewals, extensions or reissues thereof, in any and all countries, and all documents with respect thereto, and all powers of attorney relating thereto and, without further compensation, to assign to the Corporation or its nominee all the right, title and interest of the Employee in and to such applications and to any patents, trademarks, trade names or copyrights which shall thereafter issue on any such applications, and to execute, acknowledge and deliver all other documents deemed necessary by the Corporation to transfer to or vest in the Corporation all of the right, title and interest of the Employee in and to the Inventions, and to such trademarks, trade names, patents and copyrights together with exclusive rights to make, use, license and sell them throughout the world. (d) The Employee agrees that even though his employment is terminated under this Employment Agreement he will, at any time after such termination of employment, carry out and perform all of the agreements of Subsections (8) (a) and (8) (c) above, and will at any time and at all times cooperate with the Corporation in the prosecution and/or defense of any litigation which may arise in connection with the Inventions, provided, however, that should such services be rendered after termination of employment of the Employee under this Employment Agreement, the Employee shall be paid reasonable compensation on a per diem basis. (e) The Employee agrees to make and maintain adequate and current written records of all Inventions in the form of notes, sketches, drawings, or reports relating thereto, which records shall be and remain the property of, and available to, the Corporation at all times. (f) The Employee agrees that he will, upon leaving the employment of the Corporation, promptly deliver to the Corporation all originals and copies of disclosures, drawings, prints, letters, notes, and reports either typed, handwritten or otherwise memorialized, belonging to the Corporation which are excluded from in his possession or under his control and the operation Employee agrees that he will not retain or give away or make copies of this Agreementthe originals or copies of any such disclosures, drawings, prints, letters, notes or reports.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, Executive acknowledges that all inventions, contributionsinnovations, improvements, ideasenhancements, or discoveriesmodifications, whether protectable or notdevelopments, methods, designs, analyses, drawings, reports, and all similar or related information (whether or not conceived patentable) which relate to any Ladder Company’s actual or made during work hours. Executive agrees that all Inventions conceived anticipated business, research, and development or existing or future products or services and which are conceived, developed, or made by Executive during the period of employment with Employer while employed by any Ladder Company (collectively, “Work Product”) belong to Employerthe applicable Ladder Company. Any copyrightable work falling within the definition of Work Product shall be deemed a “work made for hire” as such term is defined in 17 U.S.C. Section 101, provided they grow out and ownership of Executive’s all right, title, and interest herein shall vest in the applicable Ladder Company. To the extent that any Work Product is not deemed to be a “work with Employer made for hire” under applicable law or are related all right, title, and interest in some manner and to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the Businessfull extent permitted by applicable law, all right, title and interest in and to the Work Product on a worldwide basis to the applicable Ladder Company, without further consideration. Executive shall perform all actions reasonably requested by the Company to establish and confirm such ownership (including, without limitation, research and product developmentassignments, consents, powers of attorney, and projected other instruments). Notwithstanding the foregoing, (i) no Ladder Company shall have any right, title, or interest in any work product or copyrightable work developed by Executive outside of work hours and without the use of any of Ladder Company’s resources or facilities that does not relate to the business of Employer any Ladder Company and does not result from any work performed by Executive for any Ladder Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or its affiliated companies. Accordingly, made by Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay Executive’s employment by any Ladder Company (collectively, to Executivethe extent used during the Employment Period by any Ladder Company, either during or after the term of this Agreement“Prior Works”), the following amounts even if Executive is sole inventoruses such methods, structures, forms or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor information in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term course of Executive’s employment and for one (1) year thereafterwith any Ladder Company. Executive hereby grants the Ladder Companies a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights any Prior Works for all purposes in connection with the Ladder Companies’ current and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreementfuture businesses.

Inventions and Patents. (a) For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Company Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. (i) Make adequate written records of such Inventions, which records will be Employer’s property; b. (ii) Assign to EmployerEmployer or its designee, at its Employer’s request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. (iii) Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. (iv) Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. . (b) Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. . (c) Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B A (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Company Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes (a) Employee shall make prompt full disclosure in writing to the Corporation of this Agreement, “Inventions” includes, without limitation, information, all inventions, contributions, improvements, ideas, or improvements and discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventionspatentable, which records will be Employer’s property; b. Assign Employee conceives, devises, makes, discovers, develops, perfects or first reduces to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executivepractice, either during alone or after the term of this Agreementjointly with others, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of ExecutiveEmployee’s employment under this Employment Agreement, which relate in any way to the fields, products or business of the Corporation, including development and for one research, whether during or out of the usual hours of work or on or off the premises of the Corporation or by use of the facilities of the Corporation or otherwise and whether at the request or suggestion of the Corporation or otherwise (1) year thereafterall such inventions, all Inventions whether developed during improvements and discoveries being hereinafter called the time of such employment or thereafter (“Inventions”), including any Inventions, whether or not Employer has rights in such Inventions) so that Executivepatentable, conceived, devised, made, discovered, developed, perfected or first reduced to practice by Employee after the employment of Employee under this Employment Agreement is terminated if the Inventions were conceived by Employee during the term of Employee’s rights and Employer’s rights in such Inventions can be determinedemployment under this Employment Agreement. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Any Inventions, softwarewhether or not patentable, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made devised, made, discovered, developed, perfected or written prior first reduced to practice by Employee within six (6) months of the date of termination of the Employee’s employment under this Employment Agreement shall be conclusively presumed to have been conceived during the term of Employee’s employment under this Employment Agreement. (b) Employee agrees that the Inventions shall be the sole and exclusive property of the Corporation. (c) Employee agrees to assist the Corporation and its nominees in every reasonable way (entirely at its or their expense) to obtain for the benefit of the Corporation letters patent for the Inventions and trademarks, trade names and copyrights relating to the Inventions, and any renewals, extensions or reissues thereof, in any and all countries, and agrees to make, execute, acknowledge and deliver, at the request of the Corporation, all written applications for letters patent, trademarks, trade names and copyrights relating to the Inventions and any renewals, extensions or reissues thereof, in any and all countries, and all documents with respect thereto, and all powers of attorney relating thereto and, without further compensation, to assign to the Corporation or its nominee all the right, title and interest of Employee in and to such applications and to any patents, trademarks, trade names or copyrights which shall thereafter issue on any such applications, and to execute, acknowledge and deliver all other documents deemed necessary by the Corporation to transfer to or vest in the Corporation all of the right, title and interest of Employee in and to the Inventions, and to such trademarks, trade names, patents and copyrights together with exclusive rights to make, use, license and sell them throughout the world. If the Corporation is unable, after reasonable effort, to secure Employee’s signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to any Invention, whether because of Employee’s physical or mental incapacity or for any other reason whatsoever, Employee hereby irrevocably designates and appoints the Corporation and its duly authorized officers and agents as Employee’s agent and attorney-in-fact, to act for and on Employee’s behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by Employee. (d) Employee agrees that even though his employment is terminated under this Employment Agreement Employee will, at any time after such termination of employment, carry out and perform all of the agreements of Subsections 8(a) and 8(c) above, and will at any time and at all times cooperate with the Corporation in the prosecution and/or defense of any investigation, litigation or legal process which may arise, including in connection with the Inventions, provided, however, that should such services be rendered after termination of Employee’s employment under this Employment Agreement, Employee shall be paid reasonable compensation on a per diem basis. The Corporation agrees to provide Employee reasonable notice in the event his assistance is required. (e) Employee agrees to make and maintain adequate and current written records of all Inventions in the form of notes, sketches, drawings, or reports relating thereto, which records shall be and remain the property of, and available to, the Corporation at all times. (f) Employee agrees that he will, upon leaving the Corporation’s employment, promptly deliver to the Corporation all originals and copies of disclosures, drawings, prints, letters, notes, and reports either typed, handwritten or otherwise memorialized, belonging to the Corporation which are excluded from in his possession or under his control and Employee agrees that he will not retain or give away or make copies of the operation originals or copies of this Agreementany such disclosures, drawings, prints, letters, notes or reports.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. (a) Executive agrees acknowledges that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related Work Product (as defined in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expenseSection 9 below) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employerthe Company. Executive by this Agreement assigns all right, as set forth abovetitle and interest in and to all Work Product to the Company. Any copyrightable works that fall within the Work Product will be deemed "works made for hire" under Section 201(b) of the 1976 Copyright Act, and the Company shall own all of the rights comprised in the copyright therein; provided, however, that to the extent such works may not, by operation of law, constitute "works made for hire," Executive by this Agreement assigns to the Company all right, title and interest therein. (b) Executive shall promptly and fully disclose all Work Product to the Company and shall cooperate and perform all actions reasonably requested by the Company (whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term Employment Period) to establish, confirm and protect the Company's right, title and interest in such Work Product. Without limiting the generality of this Agreementthe foregoing, Executive agrees to assist the following amounts if Company, at the Company's expense, to secure the Company's rights in the Work Product in any and all countries, including the execution by Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing 's Affiliates of all applications and all other instruments and documents which the initial application Company shall deem necessary in order to apply for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has obtain rights in such Inventions) Work Product and in order to assign and convey to the Company the sole and exclusive right, title and interest in and to such Work Product. If the Company is unable because of Executive's mental or physical incapacity or for any other reason (including Executive's refusal to do so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on after request therefor is made by the initialed Exhibit B (List of InventionsCompany) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings secure Executive's signature to apply for or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made pursue any application for any United States or written prior foreign patents or copyright registrations covering Work Product belonging to or assigned to the date of Company pursuant to paragraph 6(a) above, then Executive by this Agreement irrevocably designates and which appoints the Company and its duly authorized officers and agents as Executive's agent and attorney-in-fact to act for and in Executive's behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents or copyright registrations thereon with the same legal force and effect as if executed by Executive. Executive agrees not to apply for or pursue any application for any United States or foreign patents or copyright registrations covering any Work Product other than pursuant to this paragraph in circumstances where such patents or copyright registrations are excluded from or have been or are required to be assigned to the operation of this AgreementCompany.

Inventions and Patents. For purposes Employee agrees that all of this Agreement, “Inventions” includes, without limitation, information, his interests in any inventions, contributionsdiscoveries, improvements, developments, tools, machines, apparatus, appliances, designs, promotional ideas, practices, processes, formulae, methods, and new products or discoveriesservices useful in or related to the business in which Employer or any subsidiary or affiliate of Employer may at any time be engaged, whether protectable patentable, copyrightable or nototherwise made, and whether discovered, developed, or not conceived secured by him, either solely or made during work hours. Executive agrees that all Inventions conceived or made by Executive jointly with others, during the period term of employment with this Employment Agreement, shall be the property of Employer belong and will be disclosed promptly and fully to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to . At the Business, including, without limitation, research and product development, and projected business request of Employer at any time or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Employment Agreement, but at the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing expense of the initial Employer, Employee will make application in due form for patent on such Invention; Letters Patent, copyrights or trademarks, domestic and $1,500 upon issuance of a patent resulting from such initial patent applicationforeign, provided Executive is named as an inventor in the patent. Executive further agrees that Executive and will promptly disclose in writing assign to Employer or persons designated by Employer all of his right, title and interest in and to the Letters Patent, copyrights and trademarks and the applications therefore. Employee will, at any time during the term of Executive’s employment and for one (1) year this Employment Agreement or thereafter, execute any and all Inventions whether developed during instruments and documents and do such further reasonable acts and things, at the expense of Employer, which Employer may deem desirable in connection with such applications for Letters Patents, copyrights or trademarks, or in order to establish and perfect in Employer or persons designated by Employer the entire right, title and interest in and to said Letters Patents, copyrights or trademarks and the property rights and materials connected therewith. Employee will not, directly or indirectly, without the Employer's prior written consent, solicit to cease to work with the Employer or any of its subsidiaries or affiliates, any person who is at the time of such employment activity, or thereafter who was within the six (whether or not Employer has rights in 6) month period preceding such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreementactivity, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course an employee of the BusinessEmployer or any of its subsidiaries or affiliates at the level of director or any more senior level, which were conceived, made or written prior encourage any consultant to cease or diminish his or her work with the date Employer or any of this Agreement its subsidiaries or affiliates; and which are excluded from Employee will not directly cause any supplier of the operation Employer or any of this Agreementits subsidiaries or affiliates to cease doing business with the Employer or subsidiary or affiliate.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, Employee agrees that all inventions, contributionsinnovations, improvements, ideastechnical information, certifications, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or discoveriesrelated information (whether patentable or unpatentable) which relates to the Company’s (or any predecessor’s) Business, research and development or existing or future products or services and which are conceived, developed or made by Employee (whether protectable or not, not during usual business hours and whether or not conceived alone or made during work hours. Executive agrees that all Inventions conceived or made by Executive during in-conjunction with any other person) in the period course of his employment with Employer the Company or relationship with the Company or any predecessor, together with all patent applications, letters patent, trademark, trade name and service xxxx applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing (collectively referred to herein as “Work Product”) belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner the Company. Employee hereby assigns and agrees to assign to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, Company any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive he may have or acquire in such Work Product, whether created before, on, after or prior to the Effective Time. Employee agrees that his copyrightable works prepared for the Company are “supplementary works” or “works for hire,” as defined in Title 17 of the United States Code, and if any Inventions such works are deemed not to be a supplementary work or work for hire, then Employee hereby assigns and agree agrees to provide written waivers from time assign his entire right, title and interest in the copyright to time as such works to the Company. Employee will take reasonable steps to promptly disclose such Work Product to the Company and perform all actions reasonably requested by Employer; and d. Assist Employer the Company (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term Employment Period) to establish and confirm such ownership (including the execution and delivery of this Agreementassignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the following amounts if Executive is sole inventorCompany in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor reissues thereof or in the patent. Executive further agrees that Executive will promptly disclose in writing prosecution or defense of interferences relating to Employer during the term of Executive’s employment and for one (1) year thereafterany Work Product, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date extent the assistance of this Agreement and which are excluded from the operation of this AgreementEmployee is reasonably required to prosecute such applications or reissues thereof or to prosecute or defend such interferences.

Inventions and Patents. For purposes of this Agreement(i) Executive agrees that all processes, “Inventions” includes, without limitation, information, technologies and inventions, including new contributions, improvements, ideas, or ideas and discoveries, whether protectable patentable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived conceived, developed, invented or made by Executive during the period of employment with Employer Term shall belong to Employerthe Company, provided they grow that such inventions grew out of Executive’s work with Employer the Company or any of its subsidiaries or affiliates, are related in some any manner to the Businessbusiness (commercial or experimental) of the Company or any of its subsidiaries or affiliates or are conceived or made on the Company’s time or with the use of the Company’s facilities or materials (collectively, including“Inventions”). Executive shall further: (a) promptly disclose such Inventions to the Company; (b) assign to the Company, without limitationadditional compensation, research all patent and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any other rights Executive may have to such Inventions for the U.S. United States and all foreign countries;; (c) sign all papers necessary to carry out the foregoing; and (d) give testimony in support of Executive’s inventorship. c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expenseii) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on If any Invention that is the exclusive property of Employerdescribed in a patent application or is disclosed to third parties, as set forth abovedirectly or indirectly, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or by Executive within two years after the term termination of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if employment by the Company, it is to be presumed that the Invention was conceived or made during the Term. (iii) Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing not assert any rights to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except any Invention as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, having been made or written acquired by Executive prior to the date of this Agreement Agreement, except for Inventions, if any, disclosed to the Company in writing prior to the date hereof. (iv) The Company shall be the sole owner of all the products and which are excluded proceeds of Executive’s services hereunder, including, but not limited to, all materials, ideas, concepts, formats, suggestions, developments, arrangements, packages, programs and other intellectual properties that Executive may acquire, obtain, develop or create in connection with and during the Term, free and clear of any claims by Executive (or anyone claiming under Executive) of any kind or character whatsoever (other than Executive’s right to receive payments hereunder). Executive shall, at the request of the Company, execute such assignments, certificates or other instruments as the Company may from the operation of this Agreementtime to time deem necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend its right, title or interest in or to any such properties.

Inventions and Patents. (a) For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Company Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. (i) Make adequate written records of such Inventions, which records will be Employer’s property; b. (ii) Assign (and hereby does irrevocably assign and transfer) to EmployerEmployer or its designee, at its Employer’s request, any rights rights, title and interest Executive may have to such Inventions for the U.S. and all foreign countries; c. (iii) Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. (iv) Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. . (b) Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. . (c) Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B A (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Company Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this Agreement, “"Inventions” " includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive Principal agrees that all Inventions conceived or made by Executive Principal during the period of employment with Employer belong to Employer, provided they grow out of Executive’s Principal's work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive Principal will: a. (a) Make adequate written records of such Inventions, which records will be Employer’s 's property; b. (b) Assign to Employer, at its request, any rights Executive Principal may have to such Inventions for the U.S. and all foreign countries; c. (c) Waive and agree not to assert any moral rights Executive Principal may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. (d) Assist Employer (at Employer’s 's expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive Principal understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to ExecutivePrincipal, either during or after the term of this Agreement, the following amounts if Executive Principal is sole inventor, or Executive’s Principal's proportionate share if Executive Principal is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive Principal is named as an inventor in the patent. Executive Principal further agrees that Executive Principal will promptly disclose in writing to Employer during the term of Executive’s Principal's employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s Principal's rights and Employer’s 's rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B C (List of Inventions) to this Agreement, if any, Executive Principal represents and warrants that Executive Principal has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement NOTICE: IN ACCORDANCE WITH WASHINGTON LAW, THIS SECTION 10 DOES NOT APPLY TO ------ INVENTIONS FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY, OR TRADE SECRET INFORMATION OF EMPLOYER WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON PRINCIPAL'S OWN TIME, UNLESS: (A) THE INVENTION RELATES (I) DIRECTLY TO THE BUSINESS OF EMPLOYER OR (II) TO EMPLOYER'S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT, OR (B) THE INVENTION RESULTS FROM ANY WORK PERFORMED BY PRINCIPAL FOR EMPLOYER. Reassignment of Inventions, Patents and Works to Principal ----------------------------------------------------------------- If the Principal assigns or transfers any Inventions, Patents, Works or other intellectual property rights (collectively, "Intellectual Property") to Employer, or any of its affiliates or subsidiaries, before or during the term of this Agreement, and the Employer becomes insolvent or can no longer continue to successfully commercialize the Intellectual Property, then Principal shall have the right to absolutely reacquire such Intellectual Property from Employer, or its affiliates or subsidiaries, as the case may be, upon request and the payment of the sum of $10.00 to the party to whom the Intellectual Property has been assigned or transferred. Employer or its affiliates or subsidiaries, as the case may be, shall then absolutely transfer and assign all right, tile and interest in and to the Intellectual Property to the Principal free and clear of all claims and encumbrances whatsoever. Provided, however that if Employer, or any of its affiliates or subsidiaries (as the case may be) transfers, or enters into a binding agreement to transfer, the Intellectual Property, or any part of it, to a bona fide third party for value then Principal agrees to grant a full release of its rights hereunder to reacquire that part of the Intellectual Property that was or is agreed to transferred to such bona fide third party.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. (a) Executive agrees acknowledges that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related Work Product (as defined in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expenseSection 17 below) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of EmployerPublishing. Executive hereby assigns all right, as set forth abovetitle and interest in and to all Work Product to Publishing. Any copyrightable works that fall within the Work Product will be deemed "works made for hire" under Section 201(b) of the 1976 Copyright Act, and Publishing shall own all of the rights comprised in the copyright therein; provided, -------- however, that to the extent such works may not, by operation of law, constitute ------- "works made for hire," Executive hereby assigns to Publishing all right, title and interest therein. (b) Executive shall promptly and fully disclose all Work Product to Publishing and shall cooperate and perform all actions reasonably requested by Publishing (whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this AgreementEmployment Period) to establish, confirm and protect Publishing's right, title and interest in such Work Product. Without limiting the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing generality of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent applicationforegoing, provided Executive is named as an inventor agrees to assist Publishing, at Publishing's expense, to secure Publishing's rights in the patent. Executive further agrees that Executive will promptly disclose Work Product in writing any and all countries, including the execution of all applications and all other instruments and documents which Publishing shall deem necessary in order to Employer during the term of Executive’s employment apply for and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has obtain rights in such Inventions) Work Product and in order to assign and convey to Publishing the sole and exclusive right, title and interest in and to such Work Product. If Publishing is unable because of Executive's mental or physical incapacity or for any other reason (including Executive's refusal to do so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventionsafter request therefor is made by Publishing) to secure Executive's signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Work Product belonging to or assigned to Publishing pursuant to paragraph 14(a) above, then Executive hereby irrevocably designates and appoints Publishing and its duly authorized officers and agents as Executive's agent and attorney-in-fact to act for and in Executive's behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents or copyright registrations thereon with the same legal force and effect as if executed by Executive. Executive agrees not to apply for or pursue any application for any United States or foreign patents or copyright registrations covering any Work Product other than pursuant to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings paragraph in circumstances where such patents or other works of authorship useful copyright registrations are or have been or are required to Employer in the normal course of the Business, which were conceived, made or written prior be assigned to the date of this Agreement and which are excluded from the operation of this AgreementPublishing.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. (a) Executive agrees acknowledges that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related Work Product (as defined in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expenseSection 9 below) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of EmployerPublishing. Executive hereby assigns all right, as set forth abovetitle and interest in and to all Work Product to Publishing. Any copyrightable works that fall within the Work Product will be deemed "works made for hire" under Section 201(b) of the 1976 Copyright Act, and Publishing shall own all of the rights comprised in the copyright therein; provided, however, that to the extent such works may not, by operation of law, constitute "works made for hire," Executive hereby assigns to Publishing all right, title and interest therein. (b) Executive shall promptly and fully disclose all Work Product to Publishing and shall cooperate and perform all actions reasonably requested by Publishing (whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this AgreementEmployment Period) to establish, confirm and protect Publishing's right, title and interest in such Work Product. Without limiting the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing generality of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent applicationforegoing, provided Executive is named as an inventor agrees to assist Publishing, at Publishing's expense, to secure Publishing's rights in the patent. Executive further agrees that Executive will promptly disclose Work Product in writing any and all countries, including the execution of all applications and all other instruments and documents which Publishing shall deem necessary in order to Employer during the term of Executive’s employment apply for and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has obtain rights in such Inventions) Work Product and in order to assign and convey to Publishing the sole and exclusive right, title and interest in and to such Work Product. If Publishing is unable because of Executive's mental or physical incapacity or for any other reason (including Executive's refusal to do so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventionsafter request therefor is made by Publishing) to secure Executive's signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Work Product belonging to or assigned to Publishing pursuant to paragraph 6(a) above, then Executive hereby irrevocably designates and appoints Publishing and its duly authorized officers and agents as Executive's agent and attorney-in-fact to act for and in Executive's behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents or copyright registrations thereon with the same legal force and effect as if executed by Executive. Executive agrees not to apply for or pursue any application for any United States or foreign patents or copyright registrations covering any Work Product other than pursuant to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings paragraph in circumstances where such patents or other works of authorship useful copyright registrations are or have been or are required to Employer in the normal course of the Business, which were conceived, made or written prior be assigned to the date of this Agreement and which are excluded from the operation of this AgreementPublishing.

Inventions and Patents. For purposes of this Agreement(i) The Executive agrees that all processes, “technologies and inventions (collectively, "Inventions” includes"), without limitation, information, inventions, including new contributions, improvements, ideas, or ideas and discoveries, whether protectable patentable or not, and whether conceived, developed, invented or not made by him during the Term shall belong to the Company, provided that such Inventions grew out of the Executive's work with the Company or any of its subsidiaries or affiliates, are related in any manner to the business (commercial or experimental) of the Company or any of its subsidiaries or affiliates or are conceived or made during work hourson the Company's time or with the use of the Company's facilities or materials. The Executive agrees that all shall further: (a) promptly disclose such Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, includingCompany; (b) assign to the Company, without limitationadditional compensation, research all patent and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any other rights Executive may have to such Inventions for the U.S. United States and all foreign countries;; (c) sign all papers necessary to carry out the foregoing; and (d) give testimony in support of the Executive's inventorship. c. Waive and agree (ii) If any Invention is described in a patent application or is disclosed to third parties, directly or indirectly, by the Executive within two years after the termination of the Executive's employment by the Company, it is to be presumed that the Invention was conceived or made during the Term. (iii) The Executive agrees that the Executive will not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, having been made or written acquired by the Executive prior to the date of this Agreement Agreement, except for Inventions, if any, disclosed to the Company in writing prior to the date hereof. (iv) The Company shall be the sole owner of all the products and which are excluded proceeds of the Executive's services hereunder, including, but not limited to, all materials, ideas, concepts, formats, suggestions, developments, arrangements, packages, programs and other intellectual properties that the Executive may acquire, obtain, develop or create in connection with and during the Term, free and clear of any claims by the Executive (or anyone claiming under the Executive) of any kind or character whatsoever (other than the Executive's right to receive payments hereunder). The Executive shall, at the request of the Company, execute such assignments, certificates or other instruments as the Company may from the operation of this Agreementtime to time deem necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend its right, title or interest in or to any such properties.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive Employee agrees that all Inventions conceived or made by Executive Employee during the period of employment with Employer belong to Employer, provided they grow out of ExecutiveEmployee’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive Employee will: a. 13.1 Make adequate written records of such Inventions, which records will be Employer’s property; b. 13.2 Assign to Employer, at its request, any rights Executive Employee may have to such Inventions for the U.S. and all foreign countries; c. 13.3 Waive and agree not to assert any moral rights Executive Employee may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. 13.4 Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive Employee understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to ExecutiveEmployee, either during or after the term of this Agreement, the following amounts if Executive Employee is sole inventor, or ExecutiveEmployee’s proportionate share if Executive Employee is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive Employee is named as an inventor in the patent. Executive Employee further agrees that Executive Employee will promptly disclose in writing to Employer during the term of ExecutiveEmployee’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that ExecutiveEmployee’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive Employee represents and warrants that Executive Employee has no Inventions, software, writings Inventions or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, Executive acknowledges that all inventions, contributionsinnovations, improvements, ideasenhancements, or discoveriesmodifications, whether protectable or notdevelopments, methods, designs, analyses, drawings, reports, and all similar or related information (whether or not conceived patentable) which relate to any Ladder Company’s actual or made during work hours. Executive agrees that all Inventions conceived anticipated business, research, and development or existing or future products or services and which are conceived, developed, or made by Executive during the period of employment with Employer while employed by any Ladder Company (collectively, “Work Product”) belong to Employerthe applicable Ladder Company. Any copyrightable work falling within the definition of Work Product shall be deemed a “work made for hire” as such term is defined in 17 U.S.C. Section 101, provided they grow out and ownership of Executive’s all right, title, and interest herein shall vest in the applicable Ladder Company. To the extent that any Work Product is not deemed to be a “work with Employer made for hire” under applicable law or are related all right, title, and interest in some manner and to such Work Product has not automatically vested in the applicable Ladder Company, Executive hereby irrevocably assigns, transfers and conveys, to the Businessfull extent permitted by applicable law, all right, title and interest in and to the Work Product on a worldwide basis to the applicable Ladder Company, without further consideration. Executive shall perform all actions reasonably requested by the Company to establish and confirm such ownership (including, without limitation, research and product developmentassignments, consents, powers of attorney, and projected other instruments). Notwithstanding the foregoing, (i) no Ladder Company shall have any right, title, or interest in any work product or copyrightable work developed by Executive outside of work hours and without the use of any of Ladder Company’s resources or facilities that does not relate to the business of Employer any Ladder Company and does not result from any work performed by Executive for any Ladder Company and (ii) Work Product shall not include business methods, contract structures, document forms and similar information developed or its affiliated companiesmade by Executive prior to his employment by any Ladder Company (collectively, to the extent used during the Employment Period by any Ladder Company, “Prior Works”), even if Executive uses such methods, structures, forms or information in the course of his employment with any Ladder Company. AccordinglyExecutive hereby grants the Ladder Companies a perpetual, Executive will: a. Make adequate written records of such Inventionsirrevocable, which records will be Employer’s property; b. Assign to Employernon-exclusive, at its requestroyalty-free, any worldwide, assignable, sublicensable license under all rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions Prior Works for all purposes in connection with the Ladder Companies’ current and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreementfuture businesses.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: : a. Make adequate written records of such Inventions, which records will be Employer’s property; ; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; ; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.in

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees (a) I acknowledge that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that Work Product is the exclusive property of Employerthe Company. I hereby assign all right, as set forth abovetitle and interest in and to all Work Product to the Company. Any copyrightable works that fall within Work Product will be deemed “works made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company shall own all of the rights comprised in the copyright therein; provided, however, that to the extent such works may not, by operation of law, constitute “works made for hire,” I hereby assign to the Company all right, title and interest therein. (b) I will promptly and fully disclose all Work Product to the Company and will cooperate and perform at the expense of the Company all actions reasonably requested by the Company (whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing my service as a director of the initial application for patent on Company) to establish, confirm and protect the Company’s right, title and interest in such Invention; and $1,500 upon issuance Work Product. Without limiting the generality of a patent resulting from such initial patent applicationthe foregoing, provided Executive is named as an inventor I agree to assist the Company, at the Company’s expense, to secure its rights in the patent. Executive further agrees that Executive will promptly disclose Work Product in writing any and all countries, including the execution of all applications and all other instruments and documents which the Company shall deem necessary in order to Employer during the term of Executive’s employment apply for and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has obtain rights in such Inventions) Work Product and in order to assign and convey to the Company the sole and exclusive right, title and interest in and to such Work Product. If the Company is unable because of my mental or physical incapacity or for any other reason (including my refusal to do so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on after request therefor is made by the initialed Exhibit B (List of InventionsCompany) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings secure my signature to apply for or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made pursue any application for any United States or written prior foreign patents or copyright registrations covering Work Product belonging to or assigned to the date Company pursuant to Section 3(a) above, then I hereby irrevocably designate and appoint Xxxxxx’x and each of its duly authorized officers and agents as my agent and attorney-in-fact to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents or copyright registrations thereon with the same legal force and effect as if executed by me. I agree not to apply for or pursue any application for any United States or foreign patents or copyright registrations covering any Work Product other than pursuant to this Agreement and which paragraph in circumstances where such patents or copyright registrations are excluded from or have been or are required to be assigned to the operation of this AgreementCompany.

Inventions and Patents. For purposes Executive acknowledges that all of this Agreement, “Inventions” includes, without limitation, informationhis work, inventions, contributionsinnovations, improvements, ideasdevelopments, or discoveriesmethods, whether protectable or notdesigns, analyses, drawings, reports, and all similar or related information (whether or not conceived properly the subject of either state or made during work hours. Executive agrees that all Inventions conceived federal protection for intellectual property) which relate to Employer’s actual or anticipated Business, research and development, existing or future products or services, Confidential Information, Trade Secrets, and technology; and which are conceived, developed or made by Executive during the period of employment with while employed by Employer (hereinafter “Work Product”) belong exclusively to Employer, provided they grow out without the obligation of Executive’s work with Employer or are related in some manner paying additional compensation by Employer. Executive shall promptly disclose all such Work Product to the BusinessBoard of Directors and, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, perform all actions reasonably requested by the Board of Directors (whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement) to establish and confirm such ownership by Employer or its designee (including, the following amounts if Executive is sole inventorwithout limitation, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing assignments, consents, powers of the initial application for patent on such Invention; attorney and $1,500 upon issuance other instruments). The expense of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patentprotecting Work Product will be borne by Employer. Executive further agrees recognizes and understands that his duties for Employer may include the preparation of Confidential Information including materials, blends, formulations and similar information, including, without limitation, written or graphic materials, and that any and all such materials conceived, created or written by him will be done as “work made for hire” as defined and used in the Copyright Act of 1976, 17 USC §1 and shall solely belong to Employer, without the obligation of paying additional compensation by Employer. In the event of publication or use of such materials, Executive understands that since the work is a “work made for hire,” Employer will promptly disclose solely retain and own all rights in writing said inventions, materials, or intellectual property, including right of obtaining protection of same through public means or as a Trade Secret. Executive shall take all steps deemed necessary by Employer to afford such information adequate protection and shall take such steps as requested by Employer during to assure Employer’s ownership of same, whether before or after the term termination of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and with Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes (a) The Employee shall make prompt full disclosure in writing to the Corporation of this Agreement, “Inventions” includes, without limitation, information, all inventions, contributions, improvements, ideas, or improvements and discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventionspatentable, which records will be Employer’s property; b. Assign the Employee conceives, devises, makes, discovers, develops, perfects or first reduces to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executivepractice, either during alone or after the term of this Agreementjointly with others, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment of the Employee under this Employment Agreement, which relate in any way to the fields, products or business of the Corporation, including development and for one research, whether during or out of the usual hours of work or on or off the premises of the Corporation or by use of the facilities of the Corporation or otherwise and whether at the request or suggestion of the Corporation or otherwise (1) year thereafterall such inventions, all Inventions whether developed during improvements and discoveries being hereinafter called the time of such employment or thereafter ("Inventions"), including any Inventions, whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such patentable, conceived, devised, made, discovered, developed, perfected or first reduced to practice by the Employee after the employment of the Employee under this Employment Agreement is terminated if the Inventions can be determinedwere conceived by the Employee during the term of employment of the Employee under this Employment Agreement. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Any Inventions, softwarewhether or not patentable, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made devised, made, discovered, developed, perfected or written prior first reduced to practice by the Employee within six (6) months of the date of termination of the employment of the Employee under this Employment Agreement shall be conclusively presumed to have been conceived during the term of employment of the Employee under this Employment Agreement. (b) The Employee agrees that the Inventions shall be the sole and exclusive property of the Corporation. (c) The Employee agrees to assist the Corporation and its nominees in every reasonable way (entirely at its or their expense) to obtain for the benefit of the Corporation letters patent for the Inventions and trademarks, trade names and copyrights relating to the Inventions, and any renewals, extensions or reissues thereof, in any and all countries, and agrees to make, execute, acknowledge and deliver, at the request of the Corporation, all written applications for letters patent, trademarks, trade names and copyrights relating to the Inventions and any renewals, extensions or reissues thereof, in any and all countries, and all documents with respect thereto, and all powers of attorney relating thereto and, without further compensation, to assign to the Corporation or its nominees all the right, title and interest of the Employee in and to such applications and to any patents, trademarks, trade names or copyrights which shall thereafter issue on any such applications, and to execute, acknowledge and deliver all other documents deemed necessary by the Corporation to transfer to or vest in the Corporation all of the right, title and interest of the Employee in and to the Inventions, and to such trademarks, trade names, patents and copyrights together with exclusive rights to make, use, license and sell them throughout the world. (d) The Employee agrees that even though his employment is terminated under this Employment Agreement he will, at any time after such termination of employment, carry out and perform all of the agreements of Subsections (8) (a) and (8) (c) above, and will at any time and at all times cooperate with the Corporation in the prosecution and/or defense of any litigation which may arise in connection with the Inventions, provided, however, that should such services be rendered after termination of employment of the Employee under this Employment Agreement, the Employee shall be paid reasonable compensation on a per diem basis. (e) The Employee agrees to make and maintain adequate and current written records of all Inventions in the form of notes, sketches, drawings, or reports relating thereto, which records shall be and remain the property of, and available to, the Corporation at all times. (f) The Employee agrees that he will, upon leaving the employment of the Corporation, promptly deliver to the Corporation all originals and copies of disclosures, drawings, prints, letters, notes, and reports either typed, handwritten or otherwise memorialized, belonging to the Corporation which are excluded from in his possession or under his control and the operation Employee agrees that he will not retain or give away or make copies of this Agreementthe originals or copies of any such disclosures, drawings, prints, letters, notes or reports.

Inventions and Patents. For purposes (a) The Employee shall make prompt full disclosure in writing to the Corporation of this Agreement, “Inventions” includes, without limitation, information, all inventions, contributions, improvements, ideas, or improvements and discoveries, whether protectable or not, and whether or not conceived patentable which the Employee conceives, devises, makes, discovers, develops, perfects or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong first reduces to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executivepractice, either during alone or after the term of this Agreementjointly with others, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment of the Employee under this Employment Agreement, which relate in any way to the fields, products or business of the Corporation, including development and for one research, whether during or out of the usual hours of work or on or off the premises of the Corporation or by use of the facilities of the Corporation or otherwise and whether at the request or suggestion of the Corporation or otherwise (1) year thereafterall such inventions, all Inventions whether developed during improvements and discoveries being hereinafter called the time of such employment or thereafter ("Inventions"), including any Inventions, whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such patentable, conceived, devised, made, discovered, developed, perfected or first reduced to practice by the Employee after the employment of the Employee under this Employment Agreement is terminated if the Inventions can be determinedwere conceived by the Employee during the term of employment of the Employee under this Employment Agreement. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Any Inventions, softwarewhether or not patentable, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made devised, made, discovered, developed, perfected or written prior first reduced to practice by the Employee within six (6) months of the date of termination of the employment of the Employee under this Employment Agreement shall be conclusively presumed to have been conceived during the term of employment of the Employee under this Employment Agreement. (b) The Employee agrees that the Inventions shall be the sole and exclusive property of the Corporation. (c) The Employee agrees to assist the Corporation and its nominees in every reasonable way (entirely at its or their expense) to obtain for the benefit of the Corporation letters patent for the Inventions and trademarks, trade names and copyrights relating to the Inventions, and any renewals, extensions or reissues thereof, in any and all countries, and agrees to make, execute, acknowledge and deliver, at the request of the Corporation, all written applications for letters patent, trademarks, trade names and copyrights relating to the Inventions and any renewals, extensions or reissues thereof, in any and all countries, and all documents with respect thereto, and all powers of attorney relating thereto and, without further compensation, to assign to the Corporation or its nominees all the right, title and interest of the Employee in and to such applications and to any patents, trademarks, trade names or copyrights which shall thereafter issue on any such applications, and to execute, acknowledge and deliver all other documents deemed necessary by the Corporation to transfer to or vest in the Corporation all of the right, title and interest of the Employee in and to the Inventions, and to such trademarks, trade names, patents and copyrights together with exclusive rights to make, use, license and sell them throughout the world. (d) The Employee agrees that even though his employment is terminated under this Employment Agreement he will, at any time after such termination of employment, carry out and perform all of the agreements of Subsections (8)(a) and (8)(c) above, and will at any time and at all times cooperate with the Corporation in the prosecution and/or defense of any litigation which may arise in connection with the Inventions, provided, however, that should such services be rendered after termination of employment of the Employee under this Employment Agreement, the Employee shall be paid reasonable compensation on a per diem basis. (e) The Employee agrees to make and maintain adequate and current written records of all Inventions in the form of notes, sketches, drawings, or reports relating thereto, which records shall be and remain the property of, and available to, the Corporation at all times. (f) The Employee agrees that he will, upon leaving the employment of the Corporation, promptly deliver to the Corporation all originals and copies of disclosures, drawings, prints, letters, notes, and reports either typed, handwritten or otherwise memorialized, belonging to the Corporation which are excluded from in his possession or under his control and the operation Employee agrees that he will not retain or give away or make copies of this Agreementthe originals or copies of any such disclosures, drawings, prints, letters, notes or reports.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive Employee agrees that all Inventions conceived or made by Executive Employee during the period of employment with Employer belong to Employer, provided they grow out of ExecutiveEmployee’s work with Employer or are related in some manner to the BusinessEmployer’s business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive Employee will: a. 10.1. Make adequate written records of such Inventions, which records will be Employer’s property; b. 10.2. Assign to Employer, at its request, any rights Executive Employee may have to such Inventions for the U.S. and all foreign countries; c. 10.3. Waive and agree not to assert any moral rights Executive Employee may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. 10.4. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive Employee understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to ExecutiveEmployee, either during or after the term of this Agreement, the following amounts if Executive Employee is sole inventor, or ExecutiveEmployee’s proportionate share if Executive Employee is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive Employee is named as an inventor in the patent. Executive Employee further agrees that Executive Employee will promptly disclose in writing to Employer during the term of ExecutiveEmployee’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that ExecutiveEmployee’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive Employee represents and warrants that Executive Employee has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Businessbusiness, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. (a) For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employerthe Company, provided they grow out of Executive’s work with the Employer or the Company or are related in some manner to the Company Business, including, without limitation, research and product development, and projected business of Employer the Company or its affiliated companies. Accordingly, Executive will: a. (i) Make adequate written records of such Inventions, which records will be Employerthe Company’s property; b. (ii) Assign to Employerthe Company or its designee, at its the Company’s request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. (iii) Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employerthe Company; and d. (iv) Assist Employer the Company (at Employerthe Company’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. . (b) Executive understands and agrees that Employer the Company or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employerthe Company, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. . (c) Executive further agrees that Executive will promptly disclose in writing to Employer the Company during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not the Company or the Employer has rights in such Inventions) so that Executive’s rights and the Company’s or the Employer’s rights rights, as applicable, in such Inventions can be determined. Except as set forth on the initialed Exhibit B A (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer the Company in the normal course of the Company Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive Employee agrees that all Inventions conceived or any inventions made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer him during the term of Executive’s employment his employment, solely or jointly with others, which are made with the equipment, supplies, facilities or trade secrets information of the Company, or which relate at the time of conception or reduction to practice of the invention to the business of the Company or the Company's actual or demonstrably anticipated research or development, or which result from any work performed by Employee for the Company, shall belong solely and for exclusively to the Company, and Employee promises to assign such inventions to the Company without additional payment or consideration. Employee also agrees that the Company shall have the right to keep such inventions as trade secrets, if the Company chooses. Employee agrees to assign to the Company Employee's rights in any such inventions where the Company is required to grant those rights to the United States government or any agency thereof. This Agreement does not apply to any inventions which are the subject of Section 2870 of the California Labor Code. In order to permit the Company to claim rights to which it may be entitled, Employee agrees to disclose to the Company in confidence all inventions which Employee makes arising out of Employee's employment, and all patent applications filed by Employee within one (1) year thereafterafter termination of his employment. The Company agrees to maintain all information and documents provided by Employee in strict confidence and to return any such information and documents (including all copies thereof) to Employee within sixty (60) days of Employee's request therefor which the Company does not obtain ownership of. Employee shall, at the Company's expense, assist the Company in obtaining patents on all inventions, designs, improvements, and discoveries deemed patentable by the Company in the United States and in all foreign countries, and shall execute all documents and do all things necessary to obtain letters patent, to vest the company with full and exclusive title thereto, and to protect the same against infringement by others, all Inventions whether developed during at the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this AgreementCompany's expense.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. (i) Executive agrees that all Inventions ideas, methods, inventions, discoveries, improvements or developments ("Inventions"), whether patentable or unpatentable, that relate to Executive's duties and responsibilities hereunder that are (x) made or conceived or made by Executive (solely or jointly with others) during the period Employment Term or (y) suggested by any work that Executive performs in connection with the Company either while performing his duties and responsibilities hereunder or on Executive's own time, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. Executive shall keep full and complete written records (the "Records"), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive shall surrender them upon the termination of the Employment Term, or upon request by the Company. (ii) Executive shall assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to Executive's employment with Employer belong the Company, together with the right to Employerfile, provided they grow out in Executive's name or in the name of Executive’s work with Employer the Company (or are related in some manner its designee), applications for patents and equivalent rights (the "Applications"). Executive shall, at any time during and subsequent to the Businesstermination of the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. Executive shall also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to Executive from the Company, but entirely at the Company's expense. (iii) Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights that would otherwise accrue to Executive's benefit by virtue of Executive may have to such Inventions for being an employee of the U.S. and all foreign countries;Company. c. Waive and agree (iv) Executive represents that he is not to assert under any moral rights Executive may have contractual or acquire other obligation that would prevent, limit or impair, in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreementway, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term performance of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to 's obligations under this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this AgreementSection 10(d).

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. (a) Executive agrees acknowledges that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related Work Product (as defined in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expenseSection 14 below) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of EmployerPublishing. Executive hereby assigns all right, as set forth abovetitle and interest in and to all Work Product to Publishing. Any copyrightable works that fall within the Work Product will be deemed "works made for hire" under Section 201(b) of the 1976 Copyright Act, and Publishing shall own all of the rights comprised in the copyright therein; provided, however, that to the extent such works may not, by operation of law, constitute "works made for hire," Executive hereby assigns to Publishing all right, title and interest therein. (b) Executive shall promptly and fully disclose all Work Product to Publishing and shall cooperate and perform all actions reasonably requested by Publishing (whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this AgreementEmployment Period) to establish, confirm and protect Publishing's right, title and interest in such Work Product. Without limiting the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing generality of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent applicationforegoing, provided Executive is named as an inventor agrees to assist Publishing, at Publishing's expense, to secure Publishing's rights in the patent. Executive further agrees that Executive will promptly disclose Work Product in writing any and all countries, including the execution of all applications and all other instruments and documents which Publishing shall deem necessary in order to Employer during the term of Executive’s employment apply for and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has obtain rights in such Inventions) Work Product and in order to assign and convey to Publishing the sole and exclusive right, title and interest in and to such Work Product. If Publishing is unable because of Executive's mental or physical incapacity or for any other reason (including Executive's refusal to do so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventionsafter request therefor is made by Publishing) to secure Executive's signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Work Product belonging to or assigned to Publishing pursuant to paragraph 12(a) above, then Executive hereby irrevocably designates and appoints Publishing and its duly authorized officers and agents as Executive's agent and attorney-in-fact to act for and in Executive's behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents or copyright registrations thereon with the same legal force and effect as if executed by Executive. Executive agrees not to apply for or pursue any application for any United States or foreign patents or copyright registrations covering any Work Product other than pursuant to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings paragraph in circumstances where such patents or other works of authorship useful copyright registrations are or have been or are required to Employer in the normal course of the Business, which were conceived, made or written prior be assigned to the date of this Agreement and which are excluded from the operation of this AgreementPublishing.

Inventions and Patents. For purposes (a) The Employee shall make prompt full disclosure in writing to the Corporation of this Agreement, “Inventions” includes, without limitation, information, all inventions, contributions, improvements, ideas, or improvements and discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventionspatentable, which records will be Employer’s property; b. Assign the Employee conceives, devises, makes, discovers, develops, perfects or first reduces to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executivepractice, either during alone or after the term of this Agreementjointly with others, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment of the Employee under this Employment Agreement, which relate in any way to the fields, products or business of the Corporation, including development and for one research, whether during or out of the usual hours of work or on or off the premises of the Corporation or by use of the facilities of the Corporation or otherwise and whether at the request or suggestion of the Corporation or otherwise (1) year thereafterall such inventions, all Inventions whether developed during improvements and discoveries being hereinafter called the time of such employment or thereafter ("Inventions"), including any Inventions, whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such patentable, conceived, devised, made, discovered, developed, perfected or first reduced to practice by the employee after the employment of the Employee under this Employment Agreement is terminated if the Inventions can be determinedwere conceived by the Employee during the term of employment of the Employee under this Employment Agreement. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Any Inventions, softwarewhether or not patentable, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made devised, made, discovered, developed, perfected or written prior first reduced to practice by the Employee within six (6) months of the date of termination of the employment of the Employee under this Employment Agreement shall be conclusively presumed to have been conceived during the term of employment of the Employee under this Employment Agreement. (b) The Employee agrees that the Inventions shall be the sole and exclusive property of the Corporation. (c) The Employee agrees to assist the Corporation and its nominees in every reasonable way (entirely at its or their expense) to obtain for the benefit of the Corporation letters patent for the Inventions and trademarks, trade names and copyrights relating to the Inventions, and any renewals, extensions or reissues thereof, in any and all countries, and agrees to make, execute, acknowledge and deliver, at the request of the Corporation, all written applications for letters patent, trademarks, trade names and copyrights relating to the Inventions and any renewals, extensions or reissues thereof, in any and all countries, and all documents with respect thereto, and all powers of attorney relating thereto and, without further compensation, to assign to the Corporation or its nominees all the right, title and interest of the Employee in and to such applications and to any patents, trademarks, trade names or copyrights which shall thereafter issue on any such applications, and to execute, acknowledge and deliver all other documents deemed necessary by the Corporation to transfer to or vest in the Corporation all of the right, title and interest of the Employee in and to the Inventions, and to such trademarks, trade names, patents and copyrights together with exclusive rights to make, use, license and sell them throughout the world. (d) The Employee agrees that even though his employment is terminated under this Employment Agreement he will, at any time after such termination of employment, carry out and perform all of the agreements of Subsections (8) (a) and (8) (c) above, and will at any time and at all times cooperate with the Corporation in the prosecution and/or defense of any litigation which may arise in connection with the Inventions, provided, however, that should such services be rendered after termination of employment of the Employee under this Employment Agreement, the Employee shall be paid reasonable compensation on a per diem basis. (e) The Employee agrees to make and maintain adequate and current written records of all Inventions in the form of notes, sketches, drawings, or reports relating thereto, which records shall be and remain the property of, and available to, the Corporation at all times. (f) The Employee agrees that he will, upon leaving the employment of the Corporation, promptly deliver to the Corporation all originals and copies of disclosures, drawings, prints, letters, notes, and reports either typed, handwritten or otherwise memorialized, belonging to the Corporation which are excluded from in his possession or under his control and the operation Employee agrees that he will not retain or give away or make copies of this Agreementthe originals or copies of any such disclosures, drawings, prints, letters, notes or reports.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made while performing services during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companiesyour Employment. Accordingly, Executive you will: a. Make (a) make adequate written records of such Inventions, which records will be Employerthe Company’s property; b. Assign (b) assign to Employerthe Company, at its request, any rights Executive you may have to such Inventions for the U.S. and all foreign countries; c. Waive (c) waive and agree not to assert any moral rights Executive you may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employerthe Company; and d. Assist Employer (d) assist the Company (at Employerthe Company’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands You understand and agrees agree that Employer the Company or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employerthe Company, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay You hereby irrevocably designate and appoint Lipocine and its duly authorized officers and agents as your agent and attorney in fact, which appointment is coupled with an interest, to Executiveact for and in your behalf to execute, either during or after verify and file any such documents and to do all other lawfully permitted acts to further the term purposes of Sections 6 and 7 of this AgreementAgreement with the same legal force and effect as if executed by you. You hereby waive and quitclaim to Lipocine any and all claims, the following amounts if Executive is sole inventorof any nature whatsoever, which you now or Executive’s proportionate share if Executive is joint inventor: $750 upon filing may hereafter have for infringement of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patentany proprietary rights assigned hereunder to Lipocine. Executive You further agrees agree that Executive you will promptly disclose in writing to Employer during the term of Executive’s employment and Company for one (1) year thereafteryear, all such Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s your rights and Employerthe Company’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents You represent and warrants warrant that Executive has you have no Inventions, software, writings or other works of authorship useful to Employer the Company or any member of the Company Group in the normal course of the Businessits business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement. The provisions of this Section 6 shall not apply to any Invention meeting the following conditions: (a) such Invention was developed entirely on your own time; (b) such Invention was not conceived, developed, reduced to practice, or created by you: (i) within the scope of your service; (ii) on the Company’s time; or (iii) with the aid, assistance, or use of any of the Company’s property, equipment, facilities, supplies, resources, or intellectual property; or (c) such Invention does not relate (i) directly to the industry or trade of the Company or (ii) to the Company’s current or demonstrably anticipated business, research or development.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, includes information, inventions, contributions, improvements, ideas, designs, designations, know-how or discoveries, whether protectable or not, and whether or not conceived or made during work hourshours and all related intellectual property rights throughout the world. Executive Employee agrees that all Inventions conceived or made by Executive Employee during the period of employment with Employer Qualtrics belong to EmployerQualtrics, provided they grow out of ExecutiveEmployee’s work with Employer Qualtrics or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer Qualtrics or its affiliated companies. Accordingly, Executive will: a. Make Employee agrees that, both during and after the term of Employee’s employment, Employee: (a) shall make adequate written records of such Inventions, which records will be Employer’s Qualtrics’ property; b. Assign ; (b) hereby irrevocably assigns, and agrees to Employerassign, to Qualtrics, at its request, any rights Executive Employee may have to such Inventions for the U.S. and all foreign countries; c. Waive countries to the fullest extent permitted by applicable law; (c) waives and agree agrees not to assert any moral rights Executive Employee may have or acquire in any such Inventions and agree to provide written waivers from time to time as requested by EmployerQualtrics; and d. Assist Employer and (d) shall assist Qualtrics (at Employer’s Qualtrics’ expense) in obtaining and maintaining patents patents, copyright or copyright other registrations with respect to such InventionsInventions and hereby appoints Qualtrics as attorney-in-fact to execute and deliver any such documents on Employee’s behalf in the event Employee should fail or refuse to do so within a reasonable period following Qualtrics’ request. Executive Employee understands and agrees that Employer Qualtrics or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of EmployerQualtrics, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer Qualtrics will pay a bonus to Executive, either during or after be split among the term inventors (as determined by Qualtrics) of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 an Invention upon Qualtrics’ filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in application and again upon the successful grant of a patent. Executive Employee further agrees that Executive Employee will promptly disclose in writing to Employer Qualtrics during the term of ExecutiveEmployee’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter during one (1) year thereafter, whether or not Employer Qualtrics has rights in such Inventions) , so that ExecutiveEmployee’s rights and Employer’s Qualtrics’ rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List signature page of Inventions) to this AgreementAgreement and any pages thereafter, if any, Executive Employee represents and warrants that Executive Employee has no Inventions, software, writings or other works of authorship useful to Employer Qualtrics in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement. However, if, when acting within the scope of Employee’s employment or otherwise on behalf of Qualtrics, Employee uses or (except pursuant to the preceding sentence) discloses Employee’s own or any third party’s confidential information or intellectual property (or if any Work or Invention cannot be fully made, used, reproduced, distributed and otherwise exploited without using or violating the foregoing), Qualtrics will have and Employee hereby grants Company a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such confidential information and intellectual property rights.

Inventions and Patents. For purposes (a) The Employee shall make prompt full disclosure in writing to the Corporation of this Agreement, “Inventions” includes, without limitation, information, all inventions, contributions, improvements, ideas, or improvements and discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventionspatentable, which records will be Employer’s property; b. Assign the Employee conceives, devises, makes, discovers, develops, perfects or first reduces to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executivepractice, either during alone or after the term of this Agreementjointly with others, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment of the Employee under this Employment Agreement, which relate in any way to the fields, products or business of the Corporation, including development and for one research, whether during or out of the usual hours of work or on or off the premises of the Corporation or by use of the facilities of the Corporation or otherwise and whether at the request or suggestion of the Corporation or otherwise (1) year thereafterall such inventions, all Inventions whether developed during improvements and discoveries being hereinafter called the time of such employment or thereafter ("Inventions"), including any Inventions, whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such patentable, conceived, devised, made, discovered, developed, perfected or first reduced to practice by the Employee after the employment of the Employee under this Employment Agreement is terminated if the Inventions can be determinedwere conceived by the Employee during the term of employment of the Employee under this Employment Agreement. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Any Inventions, softwarewhether or not patentable, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made devised, made, discovered, developed, perfected or written prior first reduced to practice by the Employee within six (6) months of the date of termination of the employment of the Employee under this Employment Agreement shall be conclusively presumed to have been conceived during the term of employment of the Employee under this Employment Agreement. (b) The Employee agrees that the Inventions shall be the sole and exclusive property of the Corporation. (c) The Employee agrees to assist the Corporation and its nominees in every reasonable way (entirely at its or their expense) to obtain for the benefit of the Corporation letters patent for the Inventions and trademarks, trade names and copyrights relating to the Inventions, and any renewals, extensions or reissues thereof, in any and all countries, and agrees to make, execute, acknowledge and deliver, at the request of the Corporation, all written applications for letters patent, trademarks, trade names and copyrights relating to the Inventions and any renewals, extensions or reissues thereof, in any and all countries, and all documents with respect thereto, and all powers of attorney relating thereto and, without further compensation, to assign to the Corporation or its nominees all the right, title and interest of the Employee in and to such applications and to any patents, trademarks, trade names or copyrights which shall thereafter issue on any such applications, and to execute, acknowledge and deliver all other documents deemed necessary by the Corporation to transfer to or vest in the Corporation all of the right, title and interest of the Employee in and to the Inventions, and to such trademarks, trade names, patents and copyrights together with exclusive rights to make, use, license and sell them throughout the world. (d) The Employee agrees that even though his employment is terminated under this Employment Agreement he will, at any time after such termination of employment, carry out and perform all of the agreements of Subsections (8) (a) and (8) (c) above, and will at any time and at all times cooperate with the Corporation in the prosecution and/or defense of any litigation which may arise in connection with the Inventions, provided however, that should such services be rendered after termination of employment of the Employee under this Employment Agreement, the Employee shall be paid reasonable compensation on a per diem basis. (e) The Employee agrees to make and maintain adequate and current written records of all Inventions in the form of notes, sketches, drawings, or reports relating thereto, which records shall be and remain the property of, and available to, the Corporation at all times. (f) The Employee agrees that he will, upon leaving the employment of the Corporation, promptly deliver to the Corporation all originals and copies of disclosures, drawings, prints, letters, notes, and reports either typed, handwritten or otherwise memorialized, belonging to the Corporation which are excluded from in his possession or under his control and the operation Employee agrees that he will not retain or give away or make copies of this Agreementthe originals or copies of any such disclosures drawings prints, letters, notes or reports.

Inventions and Patents. For purposes (a) The Employee shall make prompt full disclosure in writing to the Corporation of this Agreement, “Inventions” includes, without limitation, information, all inventions, contributions, improvements, ideas, or improvements and discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventionspatentable, which records will be Employer’s property; b. Assign the Employee conceives, devises, makes, discovers, develops, perfects or first reduces to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executivepractice, either during alone or after the term of this Agreementjointly with others, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment of the Employee under this Employment Agreement, which relate in any way to the fields, products or business of the Corporation, including development and for one research, whether during or out of the usual hours of work or on or off the premises of the Corporation or by use of the facilities of the Corporation or otherwise and whether at the request or suggestion of the Corporation or otherwise (1) year thereafterall such inventions, all Inventions whether developed during improvements and discoveries being hereinafter called the time of such employment or thereafter ("Inventions"), including and Inventions, whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such patentable, conceived, devised, made, discovered, developed, perfected or first reduced to practice by the Employee after the employment of the Employee under this Employment Agreement is terminated if the Inventions can be determinedwere conceived by the Employee during the term of employment of the Employee under this Employment Agreement. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Any Inventions, softwarewhether or not patentable, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made devised, made, discovered, developed, perfected or written prior first reduced to practice by the Employee within six (6) months of the date of termination of the employment of the Employee under this Employment Agreement shall be conclusively presumed to have been conceived during the term of employment of the Employee under this Employment Agreement. (b) The Employee agrees that the Inventions shall be the sole and exclusive property of the Corporation. (c) The Employee agrees to assist the Corporation and its nominees in every reasonable way (entirely at its or their expense) to obtain for the benefit of the Corporation letters patent for the Inventions and trademarks, trade names and copyrights relating to the Inventions, and any renewals, extensions or reissues thereof, in any and all countries, and agrees to make, execute, acknowledge and deliver, at the request of the Corporation, all written applications for letters patent, trademarks, trade names and copyrights relating to the Inventions and any renewals, extensions or reissues thereof, in any and all countries, and all documents with respect thereto, and all powers of attorney relating thereto and, without further compensation, to assign to the Corporation or its nominee all the right, title and interest of the Employee in and to such applications and to any patents, trademarks, trade names or copyrights which shall thereafter issue on any such applications, and to execute, acknowledge and deliver all other documents deemed necessary by the Corporation to transfer to or vest in the Corporation all of the right, title and interest of the Employee in and to the Inventions, and to such trademarks, trade names, patents and copyrights together with exclusive rights to make, use, license and sell them throughout the world. (d) The Employee agrees that even though his employment is terminated under this Employment Agreement he will, at any time after such termination of employment, carry out and perform all of the agreements of Subsections (8) (a) and (8) (c) above, and will at any time and at all times cooperate with the Corporation in the prosecution and/or defense of any litigation which may arise in connection with the Inventions, provided, however, that should such services be rendered after termination of employment of the Employee under this Employment Agreement, the Employee shall be paid reasonable compensation on a per diem basis. (e) The Employee agrees to make and maintain adequate and current written records of all Inventions in the form of notes, sketches, drawings, or reports relating thereto, which records shall be and remain the property of, and available to, the Corporation at all times. (f) The Employee agrees that he will, upon leaving the employment of the Corporation, promptly deliver to the Corporation all originals and copies of disclosures, drawings, prints, letters, notes, and reports either typed, handwritten or otherwise memorialized, belonging to the Corporation which are excluded from in his possession or under his control and the operation Employee agrees that he will not retain or give away or make copies of this Agreementthe originals or copies of any such disclosures, drawings, prints, letters, notes or reports.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive Employee agrees that all Inventions conceived or made by Executive Employee during the period of employment with Employer belong to Employer, provided they grow out of ExecutiveEmployee’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive Employee will: a. (a) Make adequate written records of such Inventions, which records will be Employer’s property; b. (b) Assign to Employer, at its request, any rights Executive Employee may have to such Inventions for the U.S. and all foreign countries; c. (c) Waive and agree not to assert any moral rights Executive Employee may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. (d) Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive Employee understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employee agrees to cooperate with Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for Agreement to take any necessary steps to patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patentInventions without further compensation. Executive Employee further agrees that Executive Employee will promptly disclose in writing to Employer during the term of ExecutiveEmployee’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that ExecutiveEmployee’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B A (List of Inventions) to this Agreement, if any, Executive Employee represents and warrants that Executive Employee has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive Employee agrees that all Inventions conceived or made by Executive Employee during the period of employment with Employer belong to Employer, provided they grow out of ExecutiveEmployee’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive Employee will: a. 13.1 Make adequate written records of such Inventions, which records will be Employer’s property; b. 13.2 Assign to Employer, at its request, any rights Executive Employee may have to such Inventions for the U.S. and all foreign countries; c. 13.3 Waive and agree not to assert any moral rights Executive Employee may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. 13.4 Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive Employee understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to ExecutiveEmployee, either during or after the term of this Agreement, the following amounts if Executive Employee is sole inventor, or ExecutiveEmployee’s proportionate share if Executive Employee is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive Employee is named as an inventor in the patent. Executive Employee further agrees that Executive Employee will promptly disclose in writing to Employer during the term of ExecutiveEmployee’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that ExecutiveEmployee’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B C (List of Inventions) to this Agreement, if any, Executive Employee represents and warrants that Executive Employee has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this AgreementAmendment, “"Inventions” " includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive Principal agrees that all Inventions conceived or made by Executive Principal during the period of employment with Employer the Company belong to Employerthe Company, provided they grow out of Executive’s Principal's work with Employer the Company or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer the Company or its affiliated companies. Accordingly, Executive Principal will: a. 4.1 Make adequate written records of such Inventions, which records will be Employer’s the Company's property; b. 4.2 Assign to Employerthe Company, at its request, any rights Executive Principal may have to such Inventions for the U.S. and all foreign countries; c. 4.3 Waive and agree not to assert any moral rights Executive Principal may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employerthe Company; and d. 4.4 Assist Employer the Company (at Employer’s the Company's expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive Principal understands and agrees that Employer the Company or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employerthe Company, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer The Company will pay to ExecutivePrincipal, either during or after the term of this AgreementAmendment, the following amounts if Executive Principal is sole inventor, or Executive’s Principal's proportionate share if Executive Principal is joint inventor: $750 750.00 upon filing of the initial application for patent on such Invention; and $1,500 1,500.00 upon issuance of a patent resulting from such initial patent application, provided Executive Principal is named as an inventor in the patent. Executive Principal further agrees that Executive Principal will promptly disclose in writing to Employer the Company during the term of Executive’s Principal's employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer the Company has rights in such Inventions) so that Executive’s Principal's rights and Employer’s the Company's rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B A (List of Inventions) to this AgreementAmendment, if any, Executive Principal represents and warrants that Executive Principal has no Inventions, software, writings or other works of authorship useful to Employer the Company in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement Amendment and which are excluded from the operation of this AgreementAmendment.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, Employee agrees that any and all inventions, contributions, improvements, ideas, or discoveries, whether protectable computer programs, ideas or notimprovements (the "Inventions") in any way relating to the business of Employer shall immediately become the sole and absolute property of Employer and shall be immediately disclosed to Employer for its sole use and benefit. Employee agrees that, and upon request of Employer, he will at any time, whether or not conceived or made during work hours. Executive agrees that then in the employ of Employer, sell and assign all his right, title and interest to such Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with its successors or assigns, and give Employer the right to have letters patent or are related copyrights issued thereon issued in some manner its name, and will give Employer the right to apply for and obtain patents or copyrights on such Inventions in any and all countries foreign to the BusinessUnited States as Employer may select. Employee will at any time, includingwhether or not then in the employ of Employer, upon the request of Employer and without limitationfurther remuneration, research (i) execute, acknowledge and product developmentdeliver to Employer, any document which Employer shall deem necessary to effect valid assignments to it of all Employee's right, title and interest in, to and under the Inventions and any licenses and rights to grant licenses acquired by him, and projected business (ii) execute any document which Employer shall deem necessary to enable it to file and prosecute applications for copyright or letters patent of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of the United States and any foreign country on such Inventions, which records will be Employer’s property; b. Assign to Employerand (iii) do all other things (including the giving of evidence in suits, at its requestinterferences, oppositions, revocations and other proceedings) that Employer shall deem necessary or convenient for copyrighting, patenting or prosecuting or asserting copyrights or patents for any rights Executive may have to and all such Inventions Inventions, for the U.S. prosecution of applications for the reissue, renewal and all foreign countries; c. Waive extension of such copyrights or patents and agree not for the establishing of any fact becoming known to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named Employee as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing incident to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreementhis employment.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive Employee agrees that all Inventions conceived or made by Executive Employee during the period of employment with Employer belong to Employer, provided they grow out of ExecutiveEmployee’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive Employee will: a. (a) Make adequate written records of such Inventions, which records will be Employer’s property; b. (b) Assign to Employer, at its request, any rights Executive Employee may have to such Inventions for the U.S. and all foreign countries; c. (c) Waive and agree not to assert any moral rights Executive Employee may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. (d) Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive Employee understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employee agrees to cooperate with Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for Agreement to take any necessary steps to patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patentInventions without further compensation. Executive Employee further agrees that Executive Employee will promptly disclose in writing to Employer during the term of ExecutiveEmployee’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that ExecutiveEmployee’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive Employee represents and warrants that Executive Employee has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive Employee agrees that all Inventions conceived or made by Executive Employee during the period of employment with Employer belong to Employer, provided they grow out of ExecutiveEmployee’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive Employee will:: 4825-1831-5011\3 a. 10.1 Make adequate written records of such Inventions, which records will be Employer’s property; b. 10.2 Assign to Employer, at its request, and does hereby assign to Employer, any rights Executive Employee may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. 10.3 Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive Employee further agrees that Executive Employee will promptly disclose in writing to Employer during the term of ExecutiveEmployee’s employment and for one (1) 1 year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that ExecutiveEmployee’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B D (List of Inventions) to this Agreement, if any, Executive Employee represents and warrants that Executive Employee has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive Employee agrees that all Inventions conceived or made by Executive Employee during the period of employment with Employer belong to Employer, provided they grow out of ExecutiveEmployee’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive Employee will: a. 10.1. Make adequate written records of such Inventions, which records will be Employer’s property; b. 10.2. Assign to Employer, at its request, any rights Executive Employee may have to such Inventions for the U.S. and all foreign countries; c. 10.3. Waive and agree not to assert any moral rights Executive Employee may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. 10.4. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive Employee understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to ExecutiveEmployee, either during or after the term of this Agreement, the following amounts if Executive Employee is sole inventor, or ExecutiveEmployee’s proportionate share if Executive Employee is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive Employee is named as an inventor in the patent. Executive Employee further agrees that Executive Employee will promptly disclose in writing to Employer during the term of ExecutiveEmployee’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that ExecutiveEmployee’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive Employee represents and warrants that Executive Employee has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this Agreement, “"Inventions” " includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, regardless of whether protectable patentable, or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer MDI belong to EmployerMDI, provided they grow out of Executive’s 's work with Employer MDI or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companiesMDI. Accordingly, Executive will: a. 8.1 Make adequate written records of such Inventions, which records will be Employer’s MDI's property; b. 8.2 Assign to EmployerMDI, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. 8.3 Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by EmployerMDI; and d. 8.4 Assist Employer MDI (at Employer’s MDI's expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. EXHIBIT 10.4 Executive understands and agrees that Employer MDI or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of EmployerMDI, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer MDI will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s 's proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer MDI during the term of Executive’s employment Term and for one (1) year six months thereafter, all Inventions whether developed during the time Term or within six months following Executive's termination of such employment or thereafter (whether or not Employer MDI has rights in such Inventions) so that Executive’s 's rights and Employer’s MDI's rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer MDI in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this Agreement(i) Executive agrees that all processes, “Inventions” includes, without limitation, information, technologies and inventions, including new contributions, improvements, ideas, or ideas and discoveries, whether protectable patentable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived conceived, developed, invented or made by Executive during the period of employment with Employer Term shall belong to Employerthe Company, provided they grow that such inventions grew out of Executive’s work with Employer the Company or any of its subsidiaries or affiliates, are related in some any manner to the Businessbusiness (commercial or experimental) of the Company or any of its subsidiaries or affiliates or are conceived or made on the Company’s time or with the use of the Company’s facilities or materials (collectively, including“Inventions”). Executive shall further: (a) promptly disclose such Inventions to the Company; (b) assign to the Company, without limitationadditional compensation, research all patent and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any other rights Executive may have to such Inventions for the U.S. United States and all foreign countries;; (c) sign all papers necessary to carry out the foregoing; and (d) give testimony in support of Executive’s inventorship. c. Waive and agree (ii) If any Invention is described in a patent application or is disclosed to third parties, directly or indirectly, by Executive within twelve (12) months after the termination of Executive’s employment by the Company, it is to be presumed that the Invention was conceived or made during the Term. (iii) Executive agrees that Executive will not to assert any moral rights to any Invention as having been made or acquired by Executive prior to the Effective Date, except for Inventions, if any, disclosed to the Company in writing prior to the Effective Date. (iv) The Company shall be the sole owner of all the products and proceeds of Executive’s services hereunder, including, but not limited to, all materials, ideas, concepts, formats, suggestions, developments, arrangements, packages, programs and other intellectual properties that Executive may have acquire, obtain, develop or acquire create in connection with and during the Term, free and clear of any Inventions and agree claims by Executive (or anyone claiming under Executive) of any kind or character whatsoever (other than Executive’s right to provide written waivers receive payments hereunder). Executive shall, at the request of the Company, execute such assignments, certificates or other instruments as the Company may from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) deem necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend its right, title or interest in obtaining and maintaining patents or copyright registrations with respect to any such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreementproperties.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive Employee agrees that all Inventions conceived or made by Executive Employee during the period of employment with Employer belong to Employer, provided they grow out of ExecutiveEmployee’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive Employee will: a. 13.1 Make adequate written records of such Inventions, which records will be Employer’s property; b. 13.2 Assign to Employer, at its request, any rights Executive Employee may have to such Inventions for the U.S. and all foreign countries; c. 13.3 Waive and agree not to assert any moral rights Executive Employee may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. 13.4 Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive Employee understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to ExecutiveEmployee, either during or after the term of this Agreement, the following amounts if Executive Employee is sole inventor, or ExecutiveEmployee’s proportionate share if Executive Employee is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive Employee is named as an inventor in the patent. Executive Employee further agrees that Executive Employee will promptly disclose in writing to Employer during the term of ExecutiveEmployee’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that ExecutiveEmployee’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B C (List of Inventions) to this Agreement, if any, Executive Employee represents and warrants that Executive Employee has no Inventions, software, writings Inventions or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this Agreement, “"Inventions” " includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable patentable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer MDI belong to EmployerMDI, provided they grow out of Executive’s 's work with Employer MDI or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer MDI or its affiliated companies. Accordingly, Executive will: a. 8.1 Make adequate written records of such Inventions, which records will be Employer’s MDI's property; b. 8.2 Assign to EmployerMDI, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. 8.3 Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by EmployerMDI; and d. 8.4 Assist Employer MDI (at Employer’s MDI's expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer MDI or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of EmployerMDI, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer MDI will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s 's proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer MDI during the term of Executive’s 's employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer MDI has rights in such Inventions) so that Executive’s 's rights and Employer’s MDI's rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer MDI in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this Agreement, “"Inventions” " includes, without limitation, information, inventions, contributions, improvements, ideas,discoveries, or discoveriesworks, whether protectable patentable or not, and whether or not conceived or made during work hours. Executive The Undersigned agrees that all Inventions conceived or made by Executive during the period of employment with Employer Undersigned belong to EmployeriQ, provided they grow out of Executive’s the Undersigned's work with Employer iQ or are related in some manner to the iQ's Business, including, without limitation, research and product development, and projected business of Employer iQ or its affiliated companies. Accordingly, Executive the Undersigned will: a. Make adequate written records of such Inventions, which records will be Employer’s iQ's property; b. Assign to EmployeriQ, at its request, any rights Executive the Undersigned may have to such Inventions for the U.S. Federal Republic of Germany, the U.S., Canada, and all foreign other countries; c. Waive and agree not to assert any moral rights Executive the Undersigned may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by EmployeriQ; and d. Assist Employer iQ (at Employer’s iQ's expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive The Undersigned understands and agrees that Employer iQ or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of EmployeriQ, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive The Undersigned further agrees that Executive the Undersigned will promptly disclose in writing to Employer iQ during the term of Executive’s employment this agreement and for one (1) year thereafter, all Inventions whether developed during the time term of such employment this agreement or thereafter (whether or not Employer iQ has rights in such Inventions) so that Executive’s the Undersigned's rights and Employer’s iQ's rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive The Undersigned represents and warrants that Executive the Undersigned has no Inventions, software, writings or other works of authorship useful to Employer iQ in the normal course of the iQ's Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this AgreementAmendment, “"Inventions” " includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive Principal agrees that all Inventions conceived or made by Executive Principal during the period of employment with Employer the Company belong to Employerthe Company, provided they grow out of Executive’s Principal's work with Employer the Company or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer the Company or its affiliated companies. Accordingly, Executive Principal will: a. 4.1 Make adequate written records of such Inventions, which records will be Employer’s the Company's property; b. 4.2 Assign to Employerthe Company, at its request, any rights Executive Principal may have to such Inventions for the U.S. and all foreign countries; c. 4.3 Waive and agree not to assert any moral rights Executive Principal may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employerthe Company; and d. 4.4 Assist Employer the Company (at Employer’s the Company's expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive Principal understands and agrees that Employer the Company or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employerthe Company, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer The Company will pay to ExecutivePrincipal, either during or after the term of this AgreementAmendment, the following amounts if Executive Principal is sole inventor, or Executive’s Principal's proportionate share if Executive Principal is joint inventor: $750 750.00 upon filing of the initial application for patent on such Invention; and $1,500 1,500.00 upon issuance of a patent resulting from such initial patent application, provided Executive Principal is named as an inventor in the patent. Executive Principal further agrees that Executive Principal will promptly disclose in writing to Employer the Company during the term of Executive’s Principal's employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer the Company has rights in such Inventions) so that Executive’s Principal's rights and Employer’s the Company's rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.be

Inventions and Patents. For purposes of this Agreement, “"Inventions” " includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive Principal agrees that all Inventions conceived or made by Executive Principal during the period of employment with Employer belong to Employer, provided they grow out of Executive’s Principal's work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive Principal will: a. (a) Make adequate written records of such Inventions, which records will be Employer’s 's property; b. (b) Assign to Employer, at its request, any rights Executive Principal may have to such Inventions for the U.S. and all foreign countries; c. (c) Waive and agree not to assert any moral rights Executive Principal may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. (d) Assist Employer (at Employer’s 's expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive Principal understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to ExecutivePrincipal, either during or after the term of this Agreement, the following amounts if Executive Principal is sole inventor, or Executive’s Principal's proportionate share if Executive Principal is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive Principal is named as an inventor in the patent. Executive Principal further agrees that Executive Principal will promptly disclose in writing to Employer during the term of Executive’s Principal's employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s Principal's rights and Employer’s 's rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B C (List of Inventions) to this Agreement, if any, Executive Principal represents and warrants that Executive Principal has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this AgreementAgreement NOTICE: IN ACCORDANCE WITH WASHINGTON LAW, THIS SECTION 10 DOES NOT APPLY TO ------ INVENTIONS FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY, OR TRADE SECRET INFORMATION OF EMPLOYER WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON PRINCIPAL'S OWN TIME, UNLESS: (A) THE INVENTION RELATES (I) DIRECTLY TO THE BUSINESS OF EMPLOYER OR (II) TO EMPLOYER'S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT, OR (B) THE INVENTION RESULTS FROM ANY WORK PERFORMED BY PRINCIPAL FOR EMPLOYER.

Inventions and Patents. For purposes of this Agreement(i) The Executive agrees that all processes, “Inventions” includes, without limitation, information, technologies and inventions, including new contributions, improvements, ideas, or ideas and discoveries, whether protectable patentable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived conceived, developed, invented or made by Executive during the period of employment with Employer Term shall belong to Employerthe Company, provided they grow that such inventions grew out of the Executive’s 's work with Employer the Company or any of its subsidiaries or affiliates, are related in some any manner to the Businessbusiness (commercial or experimental) of the Company or any of its subsidiaries or affiliates or are conceived or made on the Company's time or with the use of the Company's facilities or materials (collectively, including“Inventions”). The Executive shall further: (a) promptly disclose such Inventions to the Company; (b) assign to the Company, without limitationadditional compensation, research all patent and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any other rights Executive may have to such Inventions for the U.S. United States and all foreign countries;; (c) sign all papers necessary to carry out the foregoing; and (d) give testimony in support of the Executive's inventorship. c. Waive and agree (ii) If any Invention is described in a patent application or is disclosed to third parties, directly or indirectly, by the Executive within two years after the termination of the Executive's employment by the Company, it is to be presumed that the Invention was conceived or made during the Term. (iii) The Executive agrees that the Executive will not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, having been made or written acquired by the Executive prior to the date of this Agreement Agreement, except for Inventions, if any, disclosed to the Company in writing prior to the date hereof. (iv) The Company shall be the sole owner of all the products and which are excluded proceeds of the Executive's services hereunder, including, but not limited to, all materials, ideas, concepts, formats, suggestions, developments, arrangements, packages, programs and other intellectual properties that the Executive may acquire, obtain, develop or create in connection with and during the Term, free and clear of any claims by the Executive (or anyone claiming under the Executive) of any kind or character whatsoever (other than the Executive's right to receive payments hereunder). The Executive shall, at the request of the Company, execute such assignments, certificates or other instruments as the Company may from the operation of this Agreementtime to time deem necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend its right, title or interest in or to any such properties.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. (a) Make adequate written records of such Inventions, which records will be Employer’s property; b. (b) Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. (c) Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. (d) Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive Employee agrees that all Inventions conceived or made by Executive Employee during the period of employment with Employer belong to Employer, provided they grow out of ExecutiveEmployee’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive willEmployee: a. Make (i) Will make adequate written records of such Inventions, which records will be Employer’s property; b. Assign (ii) Does hereby assign to Employer, at its request, Employer any rights Executive Employee may have to such Inventions for the U.S. Canada and all foreign countries; c. Waive (iii) Will waive and agree not to assert any moral rights Executive Employee may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by EmployerXxxxxxxx; and d. Assist (iv) Will assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive Employee understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to ExecutiveEmployee, either during or after the term of this Agreement, the following amounts if Executive Employee is sole inventor, or ExecutiveEmployee’s proportionate share if Executive Employee is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive Employee is named as an inventor in the patent. Executive Employee further agrees that Executive Employee will promptly disclose in writing to Employer during the term of ExecutiveEmployee’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that ExecutiveEmployee’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B A (List of Inventions) to this Agreement, if any, Executive Employee represents and warrants that Executive Employee has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. The Executive agrees that all inventions, innovations, trade secrets, patents and processes in any way relating, directly or indirectly, to the Company’s business developed by the Executive alone or in conjunction with others at any time during the Executive’s employment by the Company (“Inventions”) shall belong to the Company. The Executive will use the Executive’s best efforts to perform all actions reasonably requested by the Board of Managers to establish and confirm such ownership by the Company. The obligations to assign Inventions conceived set forth in this Section 7 apply with respect to all Inventions (a) whether or made not such Inventions are conceived, made, developed or worked on by the Executive during the period Executive’s regular hours of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by EmployerCompany; and d. Assist Employer (at Employer’s expenseb) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights the Invention was made at the suggestion of the Company; (c) whether or not the Invention was reduced to drawings, written description, documentation, models or other tangible form; and (d) whether or not the Invention is related to the general line of business engaged in such Inventionsby the Company, but do not apply to Inventions that (x) so that the Executive develops entirely on the Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings own time or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to after the date of this Agreement without using the Company’s equipment, supplies, facilities or Proprietary Information; (y) do not relate to the Company’s business, or actual or demonstrably anticipated research or development of the Company at the time of conception or reduction to practice of the Invention; and (z) do not result from and are not related to any work performed by the Executive for the Company. The Executive acknowledges and agrees that the Company has notified the Executive that, if the Executive resides in the state of California, assignments provided for in this Section 7 do not apply to any Invention which are excluded qualifies fully for exemption from assignment under the operation provisions of Section 2870 of the California Labor Code (“Section 2870”), a copy of which is attached as Annex I. If applicable, at the time of disclosure of an Invention that the Executive believes qualifies under Section 2870, the Executive shall provide to the Company, in writing, evidence to substantiate the belief that such Invention qualifies under Section 2870. The Executive further understands that, to the extent this AgreementAgreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 7 shall be interpreted not to apply to any Invention which a court rules and/or the Company agrees falls within such classes.

Inventions and Patents. For purposes of this Agreement(a) All inventions (whether or not patentable), “Inventions” includesdevelopments, without limitationconcepts, informationknow-how, inventions, contributions, improvementstechnology, ideas, methods, techniques, products or discoveriesprocesses, whether protectable that Employee solely or notjointly makes, conceives of or reduces to practice (as those terms have been interpreted by the Federal Courts in connection with the Patent Act (35 U.S.C. sections 101 et. seq.)) during the Term and any works of authorship that Employee authors during the Term (collectively, "Developed Inventions"), and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations patent applications or other proprietary rights arising from the foregoing and any other proprietary or intellectual property rights with respect to such Inventions. Executive understands which Employee is an inventor, creator or author during the Term (collectively, the "Developed Intellectual Property") shall belong exclusively to and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employerthe Company; provided, however, that, any Developed Invention or any Developed Intellectual Property that Employee identifies and thereafter can establish does not relate in whole or in part to the fields of Interactive Television or Interactive Program Guides (as set forth abovesuch terms are defined in the Patent Rights Agreement of even date herewith between the Company and Employee) or other aspects of the Company's business, and whether such an application will did not result from any work performed by Employee for the Company, shall belong exclusively to and be abandoned prior the exclusive property of Employee (the "Employee Intellectual Property"). Employee agrees to issuance assign, and hereby conveys and assigns, to the Company all of a patentEmployee's right, title and interest in and to all Developed Inventions and Developed Intellectual Property, together with the right to xxx for past infringement or misappropriation thereof, other than the Employee Intellectual Property (collectively, "Assigned Intellectual Property"). Employer will pay The Company shall have the exclusive right to Executivedirect and control prosecution of any patent or other applications or registrations, either during or after the term of this Agreementdomestic and foreign, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing for protection of the initial application for patent on Assigned Intellectual Property. (b) Promptly following the creation thereof, Employee shall disclose Developed Inventions and Developed Intellectual Property not previously disclosed to the Company in written form in as much detail as Employee can reasonably provide. Employee shall consult with the Company as reasonably requested to provide such Invention; and $1,500 upon issuance information as may be available to Employee to enable one of a patent resulting from such initial patent application, provided Executive is named as an inventor ordinary skill in the patent. Executive art to practice any inventions, developments, concepts, know-how, technology, ideas, methods, techniques, products or processes contained in any Developed Invention or Developed Intellectual Property and to disclose to the Company any Developed Inventions and Developed Intellectual Property not theretofore disclosed to the Company. (c) Employee shall (i) take all actions reasonably requested by the Company and make all further agrees assurances reasonably warranted to confirm that Executive will promptly disclose in writing to Employer during the term Company is the exclusive owner of Executive’s employment and for one (1) year thereafterall Assigned Intellectual Property, all Inventions whether developed during at the time of such employment Company's sole cost and expense, and (ii) provide all reasonable assistance in obtaining, perfecting or thereafter (whether enforcing the Assigned Intellectual Property or not Employer has any legal rights in such Inventions) so that Executive’s rights and Employer’s rights to the same in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreementany administrative agency or court, if anydomestic or foreign including, Executive represents but not limited to, reviewing and warrants that Executive has no Inventionssigning all lawful declarations, softwareoaths, writings or affidavits and other works of authorship useful to Employer documents in the normal course connection with any of the Businessforegoing, which were conceived, made or all at the Company's sole cost and expense. (d) Employee acknowledges hereby receipt of written prior notice from the Company pursuant to California Labor Code Section 2872 that this Agreement (to the date extent it requires an assignment or offer to assign rights to any invention of this Agreement Employee) does not apply to Developed Inventions and which are excluded from the operation of this AgreementDeveloped Intellectual Property that qualifies fully under California Labor Code Section 2870.

Inventions and Patents. For purposes of this Agreement(i) Executive agrees that all processes, “Inventions” includes, without limitation, information, technologies and inventions, including new contributions, improvements, ideas, or ideas and discoveries, whether protectable patentable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived conceived, developed, invented or made by Executive during the period of employment with Employer Term shall belong to Employer, the Company; provided they grow that such inventions grew out of Executive’s work with Employer the Company or any of its subsidiaries or affiliates or are related in some manner conceived or made on the Company’s time or with the use of the Company’s facilities or materials (collectively, “Inventions”). Executive shall further: (a) promptly disclose such Inventions to the Business, includingCompany; (b) assign to the Company, without limitationadditional compensation, research all patent and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any other rights Executive may have to such Inventions for the U.S. United States and all foreign countries; c. Waive ; (c) sign all papers necessary to carry out the foregoing; and agree not to assert any moral rights Executive may have or acquire (d) give testimony in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property support of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if inventorship. (ii) Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing not assert any rights to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except any Invention as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, having been made or written acquired by Executive prior to the date of this Agreement Agreement, except for Inventions, if any, disclosed to the Company in writing prior to the date hereof. For the avoidance of doubt, Executive has disclosed her rights with respect to the Inventions of LASN, LLC and which are excluded Executive’s spouse concerning therapies (other than anti-viral drugs used for treatment of poxviruses) specific to the ART1 cellular target. (iii) The Company shall be the sole owner of all the products and proceeds of Executive’s services hereunder, including, but not limited to, all materials, ideas, concepts, formats, suggestions, developments, arrangements, packages, programs and other intellectual properties that Executive may acquire, obtain, develop or create in connection with and during the Term, free and clear of any claims by Executive (or anyone claiming under Executive) of any kind or character whatsoever (other than Executive’s right to receive payments hereunder). Executive shall, at the request of the Company, execute such assignments, certificates or other instruments as the Company may from the operation of this Agreementtime to time deem necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend its right, title or interest in or to any such properties.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: : a. Make adequate written records of such Inventions, which records will be Employer’s property; ; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; ; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.List

Inventions and Patents. For purposes of this Agreement(i) Executive agrees that all processes, “Inventions” includes, without limitation, information, technologies and inventions, including new contributions, improvements, ideas, or ideas and discoveries, whether protectable patentable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived conceived, developed, invented or made by Executive during the period of employment with Employer Term shall belong to Employer, the Company; provided they grow that such inventions grew out of Executive’s work with Employer the Company or any of its subsidiaries or affiliates or are related in some manner conceived or made on the Company’s time or with the use of the Company’s facilities or materials (collectively, “Inventions”). Executive shall further, at the Company’s expense: (a) promptly disclose such Inventions to the Business, includingCompany; (b) assign to the Company, without limitationadditional compensation, research all patent and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any other rights Executive may have to such Inventions for the U.S. United States and all foreign countries; c. Waive ; (c) sign all papers necessary to carry out the foregoing; and agree not to assert any moral rights Executive may have or acquire (d) give testimony in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property support of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if inventorship. (ii) Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing not assert any rights to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except any Invention as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, having been made or written acquired by Executive prior to the date of this Agreement Agreement, except for Inventions, if any, disclosed to the Company in writing prior to the date hereof. (iii) The Company shall be the sole owner of all the products and which are excluded proceeds of Executive’s services hereunder, including, but not limited to, all materials, ideas, concepts, formats, suggestions, developments, arrangements, packages, programs and other intellectual properties that Executive may acquire, obtain, develop or create in connection with and during the Term, free and clear of any claims by Executive (or anyone claiming under Executive) of any kind or character whatsoever (other than Executive’s right to receive payments hereunder). Executive shall, at the request of the Company (and at the Company’s expense), execute such assignments, certificates or other instruments as the Company may from the operation of this Agreementtime to time deem necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend its right, title or interest in or to any such properties.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by EmployerExxxxxxx; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this Agreement(i) The Executive agrees that all processes, “technologies and inventions (collectively, "Inventions” includes"), without limitation, information, inventions, including new contributions, improvements, ideas, or ideas and discoveries, whether protectable patentable or not, and whether conceived, developed, invented or not made by her during the Term shall belong to the Company, provided that such Inventions grew out of the Executive's work with the Company or any of its subsidiaries or affiliates, are related in any manner to the business (commercial or experimental) of the Company or any of its subsidiaries or affiliates or are conceived or made during work hourson the Company's time or with the use of the Company's facilities or materials. The Executive agrees that all shall further: (a) promptly disclose such Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, includingCompany; (b) assign to the Company, without limitationadditional compensation, research all patent and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any other rights Executive may have to such Inventions for the U.S. United States and all foreign countries;; (c) sign all papers necessary to carry out the foregoing; and (d) give testimony in support of the Executive's inventorship. c. Waive and agree (ii) If any Invention is described in a patent application or is disclosed to third parties, directly or indirectly, by the Executive within two years after the termination of the Executive's employment by the Company, it is to be presumed that the Invention was conceived or made during the Term. (iii) The Executive agrees that the Executive will not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, having been made or written acquired by the Executive prior to the date of this Agreement Agreement, except for Inventions, if any, disclosed to the Company in writing prior to the date hereof. (iv) The Company shall be the sole owner of all the products and which are excluded proceeds of the Executive's services hereunder, including, but not limited to, all materials, ideas, concepts, formats, suggestions, developments, arrangements, packages, programs and other intellectual properties that the Executive may acquire, obtain, develop or create in connection with and during the Term, free and clear of any claims by the Executive (or anyone claiming under the Executive) of any kind or character whatsoever (other than the Executive's right to receive payments hereunder). The Executive shall, at the request of the Company, execute such assignments, certificates or other instruments as the Company may from the operation of this Agreementtime to time deem necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend its right, title or interest in or to any such properties.

Inventions and Patents. For purposes (a) Employee has provided the Company with a list of audio properties developed by Employee prior to employment. The Company shall separately negotiate for license(s), in accordance with the Employee Intellectual Property Submissions for American Technology Corporation General Policy, for any of these listed properties should the Company desire to use them in any of its product programs. Other inventions shall be assumed to fall under the provisions of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive Section 8. (b) The Employee agrees that all Inventions conceived or as to any inventions made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer him during the term of Executive’s employment and for one (1) year thereafterhis employment, all Inventions whether developed during solely or jointly with others, which are made with the equipment, supplies, facilities or trade secret information of the Company, or which relate at the time of the conception or reduction to practice of the invention to the business of the Company or the Company's actual or demonstrably anticipated research and development, or which result from any work performed by the Employee for the Company, shall belong to the Company and the Employee promises to assign such employment or thereafter (whether or not Employer has inventions to the Company. The Employee also agrees that the Company shall have the right to keep such inventions as trade secrets, if the Company chooses. The Employee agrees to assigns to the Company the Executive's rights in such Inventionsany other inventions where the Company is required to grant those rights to the United States government or say agency thereof. In order to permit the Company to claim rights to which it may be entitled, the Employee agrees to disclose to the Company in confidence all inventions which the Employee makes arising out of the Employee's employment and all patent application filed by the Employee within one year after the termination of his employment. (c) so that Executive’s rights The Employee shall assist the Company in obtaining patents on all inventions, designs, improvements, and Employer’s rights in such Inventions can be determined. Except as set forth on discoveries patentable by the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer Company in the normal course of United States and in all foreign countries, and shall execute all documents and do all things necessary to obtain letters patent, to vest the BusinessCompany with full and extensive title thereto, which were conceived, made or written prior and to protect the date of this Agreement and which are excluded from the operation of this Agreementsame against infringement by others.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive Employee agrees that all Inventions conceived or made by Executive Employee during the period of employment with Employer belong to Employer, provided they grow out of ExecutiveEmployee’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive Employee will: a. 10.1 Make adequate written records of such Inventions, which records will be Employer’s property; b. 10.2 Assign to Employer, at its request, any rights Executive Employee may have to such Inventions for the U.S. and all foreign countries; c. 10.3 Waive and agree not to assert any moral rights Executive Employee may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. 10.4 Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive Employee understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to ExecutiveEmployee, either during or after the term of this Agreement, the following amounts if Executive Employee is sole inventor, or ExecutiveEmployee’s proportionate share if Executive Employee is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive Employee is named as an inventor in the patent. Executive Employee further agrees that Executive Employee will promptly disclose in writing to Employer during the term of ExecutiveEmployee’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that ExecutiveEmployee’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive Employee represents and warrants that Executive Employee has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they that grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companiescompanies belong to Employer. Accordingly, Executive will: a. : a Make adequate written records of such Inventions, which records will be Employer’s property; b. ; b Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. ; c Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. and d Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive Employee agrees that all Inventions conceived or made by Executive Employee during the period of employment with Employer belong to Employer, provided they grow out of ExecutiveEmployee’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive willEmployee: a. Make 13.1 Will make adequate written records of such Inventions, which records will be Employer’s property; b. Assign 13.2 Does hereby assign to Employer, at its request, Employer any rights Executive Employee may have to such Inventions for the U.S. and all foreign countries; c. Waive 13.3 Will waive and agree not to assert any moral rights Executive Employee may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist 13.4 Will assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive Employee understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to ExecutiveEmployee, either during or after the term of this Agreement, the following amounts if Executive Employee is sole inventor, or ExecutiveEmployee’s proportionate share if Executive Employee is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive Employee is named as an inventor in the patent. Executive Employee further agrees that Executive Employee will promptly disclose in writing to Employer during the term of ExecutiveEmployee’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that ExecutiveEmployee’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B A (List of Inventions) to this Agreement, if any, Executive Employee represents and warrants that Executive Employee has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. Employee agrees that any inventions, designs, improvements, and/or discoveries made by Employee during the term of his employment solely or jointly with others, which (i) are made directly or indirectly using the Company's equipment, supplies, facilities, trade secrets, or time (ii) related at the time of conception or reduction to practice of the business of the Company and/or the Company's actual or anticipated research and development, or (iii) result from any work performed by Employee for the Company, shall be the exclusive property of the Company. Employee agrees that he will promptly and fully inform and disclose to the Company all such inventions, designs, improvements, and discoveries, and Employee promises to assign such inventions to the Company. Employee also agrees that the Company shall have the right to keep such inventions as trade secrets, if the Company chooses. Employee shall assist the Company in obtaining patents in the United States and in all foreign countries on all inventions, design, improvements, and discoveries deemed patentable by the Company and shall execute all documents and do all things necessary to obtain Letters Patents to vest the Company with full and extensive titles to the patents and will assist the Company to protect the patents against infringement by others. For purposes of this AgreementParagraph, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, an invention is presumed if it relates at the time of conception or discoveries, whether protectable reduction to practice of the business of the Company or not, and whether the Company's actual or not conceived anticipated research or made during work hours. Executive agrees that all Inventions conceived or made by Executive development during the period of employment with Employer belong Employee's employment. It is to Employerbe understood that specifically excluded from the above ownership or governance by the Company are Employee's ownership and inventive concepts, provided they grow out related to Employee's equity interest in WaxTech International, Inc., a Texas corporation engaged in the businesses of Executive’s work with Employer or are related in some manner to the Businesswax and chemical manufacturing and marketing, including, without limitation, research and product intellectual property development, international business development, agricultural products, and projected business crude oil refining. The above exception is only applicable if the WaxTech activities are not in competition with those activities of Employer or its affiliated companiesEnerTeck Chemical Corporation. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. Any and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees WaxTech activities that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is precede the Effective Date of this Agreement are expressly the exclusive property of Employer, as set forth above, WaxTech and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from any ownership or governance of the operation of this AgreementCompany.

Inventions and Patents. For purposes 8.1. Any inventions or discoveries (whether patentable or copyrightable or not), innovations, suggestions, ideas, communications and reports, developed, made, conceived or otherwise reduced to practice by Institution, Principal Investigator or other personnel of Institution, as a result of conducting research related to the Research Program, shall be promptly disclosed to IASO BioMed, Inc. All Improvements shall be owned by IASO BioMed, Inc. 8.2. Notwithstanding any obligation of confidentiality between IASO BioMed, Inc. and Institution under this Agreement, “Inventions” includesIASO BioMed, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to EmployerInc., at its requestown expense, may elect to file and prosecute appropriate patent applications and maintain patents issuing therefrom covering such inventions, as well as any rights Executive may have inventions conceived and reduced to practice jointly by employees of Institution and IASO BioMed, Inc. In the event IASO BioMed, Inc. elects not to file and prosecute such Inventions applications nor maintain the patents issuing therefrom, IASO BioMed, Inc. shall so notify Institution and Institution may, according to Institution’s internal policies and guidelines, and with the full cooperation of IASO BioMed, Inc., file and prosecute such application and maintain the patents issuing therefrom. 8.3. In the event the Research Program is not deemed an Improvement to the Patent, Institution and IASO BioMed, Inc. will negotiate, in good faith and on reasonable commercial terms, to determine the terms of an additional license agreement for the U.S. commercialization of such new invention or discovery and all foreign countries; c. Waive according to Institution’s internal policies and agree not to assert any moral rights Executive may guidelines. IASO BioMed, Inc. will have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafterafter Institution discloses such new invention or discovery to exercise the first right to refusal. If IASO BioMed, all Inventions whether developed during the time Inc. and Institution fail to execute a license agreement within one (1) year after disclosure of such employment new invention and discovery to IASO BioMed, Inc., or thereafter (whether or not Employer has rights if IASO BioMed, Inc. fails to make payment for intellectual property expenses as they may be agreed upon, Institution and IASO BioMed, Inc. shall negotiate, in good faith and on reasonable commercial terms, full and final settlement of each party’s interest in such Inventions) so that Executive’s rights new invention or discovery and Employer’s rights in upon conclusion of same, the parties shall be free to license the new invention or discovery to any party upon such Inventions can be determined. Except terms as set forth on the initialed Exhibit B (List of Inventions) to this AgreementInstitution and IASO BioMed, if anyInc. deem appropriate, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior without having any further obligation to the date other in respect of this Agreement and which are excluded from the operation of this Agreementsame.

Inventions and Patents. (a) For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Subject to Section 8(d) below, Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Company Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. (i) Make adequate written records of such Inventions, which records will be Employer’s property; b. (ii) Assign (and hereby does irrevocably assign and transfer) to EmployerEmployer or its designee, at its Employer’s request, any rights rights, title and interest Executive may have to such Inventions for the U.S. and all foreign countries; c. (iii) Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by EmployerExxxxxxx; and d. (iv) Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. . (b) Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. . (c) Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafteremployment, all Inventions whether developed during the time of such employment by Executive alone or thereafter jointly with others (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Company Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, includes information, inventions, contributions, improvements, ideas, designs, designations, know-how or discoveries, whether protectable or not, and whether or not conceived or made during work hourshours and all related intellectual property rights throughout the world. Executive Employee agrees that all Inventions conceived or made by Executive Employee during the period of employment with Employer Qualtrics belong to EmployerQualtrics, provided they grow out of ExecutiveEmployee’s work with Employer Qualtrics or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer Qualtrics or its affiliated companies. Accordingly, Executive will: a. Make Employee agrees that, both during and after the term of Employee’s employment, Employee: (a) shall make adequate written records of such Inventions, which records will be Employer’s Qualtrics’ property; b. Assign ; (b) hereby irrevocably assigns, and agrees to Employerassign, to Qualtrics, at its request, any rights Executive Employee may have to such Inventions for the U.S. and all foreign countries; c. Waive countries to the fullest extent permitted by applicable law; (c) waives and agree agrees not to assert any moral rights Executive Employee may have or acquire in any such Inventions and agree to provide written waivers from time to time as requested by EmployerQualtrics; and d. Assist Employer and (d) shall assist Qualtrics (at Employer’s Qualtrics’ expense) in obtaining and maintaining patents patents, copyright or copyright other registrations with respect to such InventionsInventions and hereby appoints Qualtrics as attorney-in-fact to execute and deliver any such documents on Employee’s behalf in the event Employee should fail or refuse to do so within a reasonable period following Qualtrics’ request. Executive Employee understands and agrees that Employer Qualtrics or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of EmployerQualtrics, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer Qualtrics will pay a bonus to Executive, either during or after be split among the term inventors (as determined by Qualtrics) of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 an Invention upon Qualtrics’ filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in application and again upon the successful grant of a patent. Executive Employee further agrees that Executive Employee will promptly disclose in writing to Employer Qualtrics during the term of ExecutiveEmployee’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter during one (1) year thereafter, whether or not Employer Qualtrics has rights in such Inventions) , so that ExecutiveEmployee’s rights and Employer’s Qualtrics’ rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List signature page of Inventions) to this AgreementAgreement and any pages thereafter, if any, Executive Employee represents and warrants that Executive Employee has no Inventions, software, writings or other works of authorship useful to Employer Qualtrics in the normal course of the Business, which were conceived, made or written prior to the Employee’s start date of this Agreement at Qualtrics and which are excluded from the operation of this Agreement. However, if, when acting within the scope of Employee’s employment or otherwise on behalf of Qualtrics, Employee uses or (except pursuant to the preceding sentence) discloses Employee’s own or any third party’s confidential information or intellectual property (or if any Work or Invention cannot be fully made, used, reproduced, distributed and otherwise exploited without using or violating the foregoing), Qualtrics will have and Employee hereby grants Company a perpetual, irrevocable, worldwide royaltyfree, non-exclusive, sublicensable right and license to exploit and exercise all such confidential information and intellectual property rights.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive Employee agrees that all Inventions conceived or made by Executive Employee during the period of employment with Employer belong to Employer, provided they grow out of ExecutiveEmployee’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive willEmployee: a. Make 8.1 Will make adequate written records of such Inventions, which records will be Employer’s property; b. Assign 8.2 Does hereby assign to Employer, at its request, Employer any rights Executive Employee may have to such Inventions for the U.S. and all foreign countries; c. Waive 8.3 Will waive and agree not to assert any moral rights Executive Employee may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist 8.4 Will assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive Employee understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive Employee further agrees that Executive Employee will promptly disclose in writing to Employer during the term of ExecutiveEmployee’s employment and for one (1) 1 year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that ExecutiveEmployee’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive Employee represents and warrants that Executive Employee has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Inventions and Patents. For purposes of this Agreement(i) The Executive agrees that all processes, “Inventions” includes, without limitation, information, technologies and inventions, including new contributions, improvements, ideas, or ideas and discoveries, whether protectable patentable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived conceived, developed, invented or made by Executive during the period of employment with Employer Term shall belong to Employerthe Company, provided they grow that such inventions grew out of the Executive’s 's work with Employer the Company or any of its subsidiaries or affiliates, are related in some any manner to the Businessbusiness (commercial or experimental) of the Company or any of its subsidiaries or affiliates or are conceived or made on the Company’s time or with the use of the Company’s facilities or materials (collectively, including“Inventions”). The Executive shall further: (a) promptly disclose such Inventions to the Company; (b) assign to the Company, without limitationadditional compensation, research all patent and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any other rights Executive may have to such Inventions for the U.S. United States and all foreign countries;; (c) sign all papers necessary to carry out the foregoing; and (d) give testimony in support of the Executive’s inventorship. c. Waive and agree (ii) If any Invention is described in a patent application or is disclosed to third parties, directly or indirectly, by the Executive within two years after the termination of the Executive's employment by the Company, it is to be presumed that the Invention was conceived or made during the Term. (iii) The Executive agrees that the Executive will not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, having been made or written acquired by the Executive prior to the date of this Agreement Agreement, except for Inventions, if any, disclosed to the Company in writing prior to the date hereof. (iv) The Company shall be the sole owner of all the products and which are excluded proceeds of the Executive’s services hereunder, including, but not limited to, all materials, ideas, concepts, formats, suggestions, developments, arrangements, packages, programs and other intellectual properties that the Executive may acquire, obtain, develop or create in connection with and during the Term, free and clear of any claims by the Executive (or anyone claiming under the Executive) of any kind or character whatsoever (other than the Executive's right to receive payments hereunder). The Executive shall, at the request of the Company, execute such assignments, certificates or other instruments as the Company may from the operation of this Agreementtime to time deem necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend its right, title or interest in or to any such properties.

Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafteremployment, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.