Common use of Inventions Assignment Clause in Contracts

Inventions Assignment. The Employee understands that the Company engages in research and development and other activities in connection with its business and that, as an essential part of the Employment, The Employee is expected to make new contributions to and create inventions of value for the Company. From and after the Effective Date, the Employee shall disclose in confidence to the Company all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets (collectively, the “Inventions”), which the Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the Employee’s Employment at the Company. The Employee acknowledges that copyrightable works prepared by the Employee within the scope of and during the period of the Employee’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Employee agrees that all the Inventions shall be the sole and exclusive property of the Company and the Employee hereby assign all his or her right, title and interest in and to any and all of the Inventions to the Company or its successor in interest without further consideration. The Employee agrees to assist the Company in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights, trade secret rights, and other legal protection for the Inventions. The Employee will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. The Employee’s obligations under this paragraph will continue beyond the termination of the Employment with the Company, provided that the Company will compensate the Employee at a reasonable rate after such termination for time or expenses actually spent by the Employee at the Company’s request on such assistance. The Employee appoints the Secretary of the Company as the Employee’s attorney-in-fact to execute documents on the Employee’s behalf for this purpose. This Section 9 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 9, the Company shall have right to seek remedies permissible under applicable law.

Inventions Assignment. The Employee understands (a) I hereby acknowledge and agree that those Assigned Inventions and Proprietary Rights that are original works of authorship protectable by copyright are “works made for hire,” as that term is defined in the Company engages in research and development and other activities in connection with its business and that, as an essential part United States Copyright Act (the “Work Product”). (b) If any component of the EmploymentAssigned Inventions or Proprietary Rights either does not qualify as a “work made for hire” under U.S. copyright law, The Employee or is expected subject to make new contributions to protection under patent, trademark, trade secret or other intellectual property law, I hereby irrevocably and create inventions of value for the Company. From and after the Effective Date, the Employee shall disclose in confidence exclusively assign to the Company all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets (collectively, the “Inventions”), which the Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the Employee’s Employment at the Company. The Employee acknowledges that copyrightable works prepared by the Employee within the scope of and during the period of the Employee’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Employee agrees that all the Inventions shall be the sole and exclusive property of the Company and the Employee hereby assign all his or her my right, title and interest in and to any and all such Assigned Inventions and Proprietary Rights. I agree to give the Chief Executive Officer of the Company prompt written notice of any Assigned Invention or Proprietary Right and agree to execute such instruments of transfer, assignment, conveyance or confirmation and such other documents as the Company may request to evidence, confirm or perfect the assignment of all of my right, title and interest in and to any and all Assigned Inventions and Proprietary Rights. I hereby waive and quitclaim to the Company any and all claims of any nature whatsoever that I may now or its successor in interest without further consideration. The Employee agrees hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. (c) At the request of the Company, I will assist the Company in every proper way (including, without limitation, by executing patent applications) to obtain for the Company and enforce patents, copyrights, mask work rights, trade secret rights, and other legal protection for in any country in the world Proprietary Rights relating to any or all Assigned Inventions. The Employee will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. The Employee’s obligations My obligation under this paragraph will Section 3(c) shall continue beyond after the termination of the Employment with the CompanyTerm. (d) By this Agreement, provided that the Company will compensate the Employee at a reasonable rate after such termination for time or expenses actually spent by the Employee at the Company’s request on such assistance. The Employee appoints the Secretary of I hereby irrevocably constitute and appoint the Company as the Employee’s my attorney-in-fact for the purpose of executing, in my name and on my behalf, (i) such instruments or other documents as may be necessary to execute evidence, confirm or perfect any assignment pursuant to the provisions of this Section 3 or (ii) such applications, certificates, instruments or documents as may be necessary to obtain or enforce any Proprietary Rights in any country of the world. This power of attorney is coupled with an interest on the Employee’s behalf for this purpose. This Section 9 shall survive the termination part of this Agreement for any reason. In the event the Employee breaches this Section 9, the Company and is irrevocable. (e) My obligation to assign Assigned Inventions and Proprietary Rights shall not apply to any invention about which I can prove that: (i) the invention was developed entirely on my own time and effort; (ii) no equipment, supplies, facilities, resources, trade secrets or Confidential Information of the Company were used in the development of the invention and (iii) the invention does not result from any work otherwise performed by me for the Company. (f) I represent that the Inventions identified in the Appendix B, if any, attached hereto comprise all of the Inventions that I have right made or conceived prior to seek remedies permissible under applicable lawmy consulting relationship with the Company, which Inventions are excluded from this Agreement. I understand that it is only necessary to list the title of such Inventions and the purpose thereof but not details of the Inventions itself. IF THERE ARE ANY SUCH INVENTIONS TO BE EXCLUDED, THE UNDERSIGNED SHOULD INITIAL HERE; OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH EXCLUSIONS .

Inventions Assignment. The Employee understands that During the Company engages in research Employment Period, you --------------------- shall promptly disclose, grant and development and other activities in connection with its business and that, as an essential part of the Employment, The Employee is expected to make new contributions to and create inventions of value for the Company. From and after the Effective Date, the Employee shall disclose in confidence assign to the Company Companies for their sole use and benefit any and all inventions, improvements, designs, original works technical information and suggestions reasonably relating to the business of authorship, formulas, processes, compositions the Companies or any of matter, computer software programs, databases, mask works and trade secrets their respective subsidiaries or affiliates (collectively, the “"Inventions”") which you may develop or acquire during the Employment Period (whether or not during usual working hours), which together with all patent applications, letters patent, copyrights and reissues thereof that may at any time be granted for or with respect to the Employee may solely or jointly conceive or develop or reduce to practiceInventions. In connection therewith (a) you shall, or cause to be conceived or developed or reduced to practice, during at the period expense of the Employee’s Employment at Companies (including a reasonable payment (based on your last per diem earnings) for the Company. The Employee acknowledges that copyrightable works prepared by time involved if you are not then in the Employee within the scope employ of and during the period any of the Employee’s Employment with Companies or receiving severance payments from the Company are “works for hire” Companies pursuant to Section 7(b)(ii)), promptly execute and that deliver such applications, assignments, descriptions and other instruments as may be necessary or proper in the Company will be considered opinion of the author thereof. The Employee agrees that all Companies to vest title to the Inventions shall be the sole and exclusive property of the Company and the Employee hereby assign all his or her rightany patent applications, title and interest in and to any and all of the Inventions to the Company or its successor in interest without further consideration. The Employee agrees to assist the Company in every proper way to obtain for the Company and enforce patents, copyrights, mask work rightsreissues or other proprietary rights related thereto in the Companies and to enable them to obtain and maintain the entire right and title thereto throughout the world; and (b) you shall render to the Companies, trade secret rights, and other legal protection at their expense (including a reasonable payment (based on your last per diem earnings) for the Inventions. The Employee will execute time involved if you are not then in the employ of any documents that of the Company Companies or receiving severance payments from the Companies pursuant to Section 7(b)(ii)), such reasonable assistance as they may reasonably request require in the prosecution of applications for use in obtaining or enforcing such said patents, copyrights, mask work reissues or other proprietary rights, trade secrets in the prosecution or defense of interferences which may be declared involving any said applications, patents, copyrights or other proprietary rights and other legal protections. The Employee’s obligations under this paragraph will continue beyond the termination in any litigation in which any of the Employment with Companies may be involved relating to the Company, provided that the Company will compensate the Employee at a reasonable rate after such termination for time or expenses actually spent by the Employee at the Company’s request on such assistance. The Employee appoints the Secretary of the Company as the Employee’s attorney-in-fact to execute documents on the Employee’s behalf for this purpose. This Section 9 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 9, the Company shall have right to seek remedies permissible under applicable lawInventions.

Inventions Assignment. The Employee understands that the Company engages in research and development and other activities in connection with its business and that, as an essential part of the Employment, The Employee is expected employee can be encouraged to make new contributions to and create inventions of value for the CompanyCompany to the fullest capabilities of his/her education background. From and after the Effective Date, the Employee shall disclose in confidence to the Company all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets (collectively, the “Inventions”), which the Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the Employee’s Employment at the Company. The Employee acknowledges that copyrightable works prepared by the Employee within the scope of and during the period of the Employee’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Employee agrees that all the Inventions shall be the sole and exclusive property of the Company and the Employee hereby assign all his or her right, title and interest in and to any and all of the Inventions to the Company or its successor in interest without further consideration. The Employee agrees to assist the Company in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights, trade secret rights, and other legal protection for the Inventions. The Employee will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. The Employee’s obligations under this paragraph will continue beyond the termination of the Employment with the Company, provided that the Company will compensate the Employee at a reasonable rate after such termination for time or expenses actually spent by the Employee at the Company’s request on such assistance. The Employee appoints the Secretary of the Company as the Employee’s attorney-in-fact to execute documents on the Employee’s behalf for this purpose. This Section 9 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 9, the Company shall have right to seek remedies permissible under applicable law.

Inventions Assignment. The Employee understands that During the Company engages in research and development and other activities in connection with its business and that, as an essential part of the Employment, The Employee is expected to make new contributions to and create inventions of value for the Company. From and after the Effective DateEmployment Period, the --------------------- Employee shall disclose in confidence promptly disclose, grant and assign to the Company for its and its subsidiaries' and other affiliates' sole use and benefit any and all inventions, improvements, designs, original works technical information and suggestions reasonably relating to the business of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works the Company and trade secrets its subsidiaries and other affiliates (collectively, the “"Inventions”), which ") that the Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, ---------- acquire during the period of Employment Period (whether or not during usual working hours), together with all Intellectual Property Rights associated with or related to the Inventions. In connection with the previous sentence, (a) the Employee’s Employment , at the Company. The Employee acknowledges that copyrightable works prepared by the Employee within the scope of and during the period of the Employee’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Employee agrees that all the Inventions shall be the sole and exclusive property expense of the Company and (including a reasonable payment (based on the Employee's last per diem earnings) for the time involved if the Employee hereby assign all his is not then in the Company's employ or her rightreceiving severance payments from the Company pursuant to Section 8(b)(ii), or if the Employee has not received any severance payment with respect to such time period), shall execute and deliver promptly such applications, assignments, descriptions and other instruments as may be necessary or proper in the opinion of the Company to vest title to the Inventions and interest any Intellectual Property Rights associated with or related to the Inventions in the Company and to enable it to obtain and maintain the entire right and title thereto throughout the world, and (b) the Employee shall render to the Company, at its expense (including a reasonable payment (based on the Employee's last per diem earnings) for the time involved if the Employee is not then in the Company's employ or receiving severance payments from the Company pursuant to Section 8(b)(ii), or if the Employee has not received any severance payment with respect to such time period), reasonable assistance as it may require in the prosecution of applications for such Intellectual Property Rights, in the prosecution or defense of interferences or infringements that may be declared involving any Intellectual Property Rights, and all in any litigation in which the Company or any of its subsidiaries or other affiliates may be involved relating to the Inventions or any such Intellectual Property Rights. If such a request for assistance occurs after the expiration of the Inventions Employment Period, then the Employee shall be required to render assistance to the Company or its successor in interest only to the extent that the Employee can do so without further consideration. The Employee agrees materially affecting the Employee's other business obligations to assist the Company in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights, trade secret rights, his employer and other legal protection for the Inventions. The Employee will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. The Employee’s obligations under this paragraph will continue beyond the termination of the Employment with the Company, provided that the Company will compensate the Employee at a reasonable rate after such termination for time or expenses actually spent by the Employee at the Company’s request on such assistance. The Employee appoints the Secretary of the Company as the Employee’s attorney-in-fact to execute documents on the Employee’s behalf for this purpose. This Section 9 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 9, the Company shall have right to seek remedies permissible under applicable lawthird parties.

Inventions Assignment. The Employee understands that the Company engages in research shall promptly and development and other activities in connection with its business and thatfully disclose to ZIMETRICS. all ideas, as an essential part of the Employment, The Employee is expected to make new contributions to and create inventions of value for the Company. From and after the Effective Date, the Employee shall disclose in confidence to the Company all inventions, improvementsdiscoveries, creations, designs, original materials, works of authorship, formulastrademarks, processesand other technology and rights (and any related improvements or modifications thereof), compositions whether patentable or not, copyrightable or not, or otherwise protectable or not under any form of matter, computer software programs, databases, mask works and trade secrets legal protection afforded to intellectual property (collectively, the “"Inventions”"), relating to any activities of ZIMETRICS of which the Employee may solely is aware or jointly conceive or develop or reduce to practicebecome aware, or cause to be conceived or developed by him/ her alone or reduced to practicewith others, during (1) the period term of the Employee’s Employment at the Companyhis/ her employment, whether or not conceived during regular business hours, or (2) within one (1) year after termination of his/ her employment if based on Proprietary Information. The Employee acknowledges that copyrightable works prepared by the Employee within the scope of and during the period of the Employee’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Employee agrees that all the Such Inventions shall be the sole and exclusive property of ZIMETRICS. To the Company and extent possible, such Inventions shall each be considered a ‘Work Made For Hire’ by the Employee for ZIMETRICS under relevant provisions of Copyright Law. To the extent the Inventions may not be considered a ‘Work Made For Hire’, the Employee hereby irrevocably assign all his or her to ZIMETRICS. at the time of creation of the Inventions, without additional consideration, any right, title and title, or interest the Employee may have in and to any and all of the Inventions to the Company or its successor in interest without further consideration. The Employee agrees to assist the Company in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights, trade secret rights, and other legal protection for the such Inventions. The Employee will (whether during or after his/ her employment) execute any documents that such written instruments and do other such acts as may be necessary in the Company may reasonably request for use opinion of ZIMETRICS to obtain a patent, register a copyright, or otherwise protect or enforce ZIMETRICS rights in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protectionsInventions. The Employee’s obligations under this paragraph will continue beyond the termination , hereby irrevocably appoints ZIMETRICS and any of the Employment with the Company, provided that the Company will compensate the Employee at a reasonable rate after such termination for time or expenses actually spent by the Employee at the Company’s request on such assistance. The Employee appoints the Secretary of the Company its officers as the Employee’s attorneyhis/ her attorneys-in-fact to execute documents undertake such acts in his/ her name. The Employee will allow ZIMETRICS to inspect any Inventions that he/ she conceive or develop within one year after termination of his/ her employment to determine if they are based on the Employee’s behalf for this purposeProprietary Information. This Section 9 shall survive the termination of this Agreement assignment obligation does not apply to Inventions which are conceived or developed entirely on his/ her own time and for any reason. In the event which the Employee breaches this Section 9does not use any equipment, supplies,facilities, or Proprietary Information of ZIMETRICS or any of its customers, if such Inventions: (a)do not relate to the Company shall have right to seek remedies permissible under applicable lawbusiness or (current and reasonably anticipated) research and development efforts of ZIMETRICS or ZIMETRICS customer; and (b) do not result from any work performed by Employee (alone or with others) for ZIMETRICS.

Inventions Assignment. The Employee understands that the Company engages and its subsidiaries may engage in research and development and other activities in connection with its business and that, as an essential part of the EmploymentEmployee’s employment, The the Employee is expected to make new contributions to and create inventions of value for the CompanyCompany and its subsidiaries. From and after the Effective Date, the Employee shall disclose in confidence to the Company and its subsidiaries all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets, whether or not patentable, copyrightable or protectible as trade secrets (collectively, the “Inventions”), which the Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the Employee’s Employment his or her employment at the Company. The Employee acknowledges that copyrightable works prepared by the Employee him or her within the scope of and during the period of the Employee’s Employment his or her employment with the Company are “works for hire” and that the Company and its subsidiaries will be considered the author thereof. The Employee agrees and acknowledges that all the Inventions are works made for hire and shall be the sole and exclusive property of the Company and its subsidiaries, including any copyrights, patents, mask work rights, trade secrets, or other intellectual property rights pertaining hereto. If it is determined that any such works are not works made for hire, the Employee hereby assign assigns all his or her right, title and interest interest, including rights of copyrights, patents, xxxx work rights, trade secrets, and other intellectual property rights, to or in and to any and all of the such Inventions to the Company and its subsidiaries or its successor in interest without further consideration. The Employee agrees to assist the Company and its subsidiaries in every proper way to obtain for the Company and its subsidiaries and enforce patents, copyrights, mask work rights, trade secret rights, and other legal protection for the Inventions. The Employee will execute any documents that the Company and its subsidiaries may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. The Employee’s His or her obligations under this paragraph will continue beyond the termination of the Employment his or her employment with the Company, provided that the Company will compensate the Employee at a reasonable rate after such termination for time or expenses actually spent by the Employee at the Company’s request on such assistance. The Employee appoints the Secretary of the Company as the Employee’s his or her attorney-in-fact to execute documents on the Employee’s his or her behalf for this purpose. This Section 9 8 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 9, the Company shall have right to seek remedies permissible under applicable law.

Inventions Assignment. The Employee understands that the Company engages and its subsidiaries are engaged in research and development and other activities in connection with its business and that, as an essential part of the Employment, The the Employee is expected to make new contributions to and create inventions of value for the CompanyCompany and its subsidiaries. From and after the Effective Date, the Employee shall disclose in confidence to the Company and its subsidiaries all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets (collectively, the “Inventions”), which the Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the Employee’s Employment his or her employment at the Company. The Employee acknowledges that copyrightable works prepared by the Employee him or her within the scope of and during the period of the Employee’s Employment his or her employment with the Company are “works for hire” and that the Company and its subsidiaries will be considered the author thereof. The Employee agrees that all the Inventions shall be the sole and exclusive property of the Company and its subsidiaries and the Employee hereby assign assigns all his or her right, title and interest in and to any and all of the Inventions to the Company and its subsidiaries or its successor in interest without further consideration. The Employee agrees to assist the Company and its subsidiaries in every proper way to obtain for the Company and its subsidiaries and enforce patents, copyrights, mask work rights, trade secret rights, and other legal protection for the Inventions. The Employee will execute any documents that the Company and its subsidiaries may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. The Employee’s His or her obligations under this paragraph will continue beyond the termination of the Employment his or her employment with the Company, provided that the Company will compensate the Employee at a reasonable rate after such termination for time or expenses actually spent by the Employee at the Company’s request on such assistance. The Employee appoints the Secretary of the Company as the Employee’s his or her attorney-in-fact to execute documents on the Employee’s his or her behalf for this purpose. This Section 9 8 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 9, the Company shall have right to seek remedies permissible under applicable law.

Inventions Assignment. The Employee understands that the Company engages in research and development and other activities in connection with its business and that, as an essential part of the Employment, The Employee is expected to make new contributions to and create inventions of value for the Companybusiness. From and after the Effective Date, the Employee shall disclose in confidence to the Company all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets (collectively, the “Inventions”), which the Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the Employee’s Employment at the Company. The Employee acknowledges that copyrightable works prepared by the Employee within the scope of and during the period of the Employee’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Employee agrees that all the Inventions shall be the sole and exclusive property of the Company and the Employee hereby assign all his or her right, title and interest in and to any and all of the Inventions to the Company or its successor in interest without further consideration. The Employee agrees to assist the Company in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights, trade secret rights, and other legal protection for the Inventions. The Employee will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. The Employee’s obligations under this paragraph will continue beyond the termination of the Employment with the Company, provided that the Company will compensate the Employee at a reasonable rate after such termination for time or expenses actually spent by the Employee at the Company’s request on such assistance. The Employee appoints the Secretary of the Company as the Employee’s attorney-in-fact to execute documents on the Employee’s behalf for this purpose. This Section 9 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 9, the Company shall have right to seek remedies permissible under applicable law.

Inventions Assignment. The Employee understands that During the Company engages in research Employment Period, you shall --------------------- promptly disclose, grant and development and other activities in connection with its business and that, as an essential part of the Employment, The Employee is expected to make new contributions to and create inventions of value for the Company. From and after the Effective Date, the Employee shall disclose in confidence assign to the Company for its sole use and benefit any and all inventions, improvements, designs, original works technical information and suggestions reasonably relating to the business of authorship, formulas, processes, compositions the Company or any of matter, computer software programs, databases, mask works and trade secrets its subsidiaries (collectively, the “"Inventions”") which you may develop or acquire during the Employment Period (whether or not during usual working hours), which together with all patent applications, letters patent, copyrights and reissues thereof that may at any time be granted for or with respect to the Employee may solely or jointly conceive or develop or reduce to practiceInventions. In connection therewith (a) you shall, or cause to be conceived or developed or reduced to practice, during the period of the Employee’s Employment at the Company. The Employee acknowledges that copyrightable works prepared by the Employee within the scope of and during the period of the Employee’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Employee agrees that all the Inventions shall be the sole and exclusive property expense of the Company and or any of its Subsidiaries (including a reasonable payment (based on your last per diem earnings) for the Employee hereby assign all his time involved if you are not then in the Company's or her right, title and interest in and to any and all of the Inventions to its subsidiaries' employ or receiving severance payments from the Company or any of its successor subsidiaries pursuant to Section 8(b)(ii)), promptly execute and deliver such applications, assignments, descriptions and other instruments as may be necessary or proper in interest without further consideration. The Employee agrees to assist the opinion of the Company in every proper way to obtain for vest title to the Company Inventions and enforce any patent applications, patents, copyrights, mask work rightsreissues or other proprietary rights related thereto in the Company and to enable it to obtain and maintain the entire right and title thereto throughout the world; and (b) you shall render to the Company, trade secret rights, and other legal protection at its expense (including a reasonable payment (based on your last per diem earnings) for the Inventions. The Employee will execute time involved if you are not then in the Company's or any documents that of its subsidiaries' employ or receiving severance payments from the Company or any of its subsidiaries pursuant to Section 8(b)(ii)), reasonable assistance as it may reasonably request require in the prosecution of applications for use in obtaining or enforcing such said patents, copyrights, mask work reissues or other proprietary rights, trade secrets in the prosecution or defense of interference's which may be declared Xx. Xxxxxxx X. Hyland June 5, 1998 Page 10 involving any said applications, patents, copyrights or other proprietary rights and other legal protections. The Employee’s obligations under this paragraph will continue beyond the termination of the Employment with the Company, provided that in any litigation in which the Company will compensate or any of its subsidiaries may be involved relating to the Employee at a reasonable rate after such termination for time or expenses actually spent by the Employee at the Company’s request on such assistance. The Employee appoints the Secretary of the Company as the Employee’s attorney-in-fact to execute documents on the Employee’s behalf for this purpose. This Section 9 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 9, the Company shall have right to seek remedies permissible under applicable lawInventions.

Inventions Assignment. The Employee understands You understand that the Company engages and its subsidiaries are engaged in research and development and other activities in connection with its business and that, as an essential part of the Employment, The Employee is you are expected to make new contributions to and create inventions of value for the CompanyCompany and its subsidiaries. From and after the Effective Date, the Employee you shall disclose in confidence to the Company and its subsidiaries all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets (collectively, the “Inventions”), which the Employee you may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the Employee’s your Employment at the Company. The Employee acknowledges You acknowledge that copyrightable works prepared by the Employee you within the scope of and during the period of the Employee’s your Employment with the Company are “works for hire” and that the Company and its subsidiaries will be considered the author thereof. The Employee agrees You agree that all the Inventions shall be the sole and exclusive property of the Company and the Employee its subsidiaries and you hereby assign all his or her your right, title and interest in and to any and all of the Inventions to the Company and its subsidiaries or its successor in interest without further consideration. The Employee agrees You agree to assist the Company and its subsidiaries in every proper way to obtain for the Company and its subsidiaries and enforce patents, copyrights, mask work rights, trade secret rights, and other legal protection for the Inventions. The Employee You will execute any documents that the Company and its subsidiaries may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. The Employee’s Your obligations under this paragraph will continue beyond the termination of the Employment your employment with the Company, provided that the Company will compensate the Employee you at a reasonable rate after such termination for time or expenses actually spent by the Employee you at the Company’s request on such assistance. The Employee appoints You appoint the Secretary of the Company as the Employee’s your attorney-in-fact to execute documents on the Employee’s your behalf for this purpose. This Section 9 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 9, the Company shall have right to seek remedies permissible under applicable law.

Inventions Assignment. The Employee understands that During the Company engages in research and development and other activities in connection with its business and that, as an essential part of the Employment, The Employee is expected to make new contributions to and create inventions of value for the Company. From and after the Effective DateEmployment Period, the Employee shall disclose in confidence promptly disclose, grant and assign to the Company for its and its subsidiaries' and other affiliates' sole use and benefit any and all inventions, improvements, designs, original works technical information and suggestions reasonably relating to the business of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works the Company and trade secrets its subsidiaries and other affiliates (collectively, the “"Inventions”), which ") that the Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, acquire during the period of Employment Period (whether or not during usual working hours), together with all Intellectual Property Rights associated with or related to the Inventions. In connection with the previous sentence, (a) the Employee’s Employment , at the Company. The Employee acknowledges that copyrightable works prepared by the Employee within the scope of and during the period of the Employee’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Employee agrees that all the Inventions shall be the sole and exclusive property expense of the Company and (including a reasonable payment (based on the Employee's last per diem earnings) for the time involved if the Employee hereby assign all his is not then in the Company's employ or her rightreceiving severance payments from the Company pursuant to Section 8(b)(ii), or if the Employee has not received any severance payment with respect to such time period), shall execute and deliver promptly such applications, assignments, descriptions and other instruments as may be necessary or proper in the opinion of the Company to vest title to the Inventions and interest any Intellectual Property Rights associated with or related to the Inventions in the Company and to enable it to obtain and maintain the entire right and title thereto throughout the world, and (b) the Employee shall render to the Company, at its expense (including a reasonable payment (based on the Employee's last per diem earnings) for the time involved if the Employee is not then in the Company's employ or receiving severance payments from the Company pursuant to Section 8(b)(ii), or if the Employee has not received any severance payment with respect to such time period), reasonable assistance as it may require in the prosecution of applications for such Intellectual Property Rights, in the prosecution or defense of interferences or infringements that may be declared involving any Intellectual Property Rights, and all of the Inventions to in any litigation in which the Company or any of its successor in interest without further consideration. The Employee agrees subsidiaries or other affiliates may be involved relating to assist the Company in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights, trade secret rights, and other legal protection for the Inventions. The Employee will execute Inventions or any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. The Employee’s obligations under this paragraph will continue beyond the termination of the Employment with the Company, provided that the Company will compensate the Employee at a reasonable rate after such termination for time or expenses actually spent by the Employee at the Company’s request on such assistance. The Employee appoints the Secretary of the Company as the Employee’s attorney-in-fact to execute documents on the Employee’s behalf for this purpose. This Section 9 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 9, the Company shall have right to seek remedies permissible under applicable lawIntellectual Property Rights.

Inventions Assignment. The Employee understands that During the Company engages in research and development and other activities in connection with its business and that, as an essential part of the Employment, The Employee is expected to make new contributions to and create inventions of value for the Company. From and after the Effective DateEmployment Period, the Employee shall disclose in confidence promptly disclose, and hereby grants and assigns to the Company for its sole use and benefit, any and all inventions, improvements, designs, original works technical information and suggestions reasonably relating to the business of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets Pacer or its affiliates (collectively, the “"Inventions”), ") which the Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, acquire during the period of Employment ----------- Period relating to or in connection with the Employee’s Employment at the Company. The Employee acknowledges that copyrightable works prepared services provided by the Employee within hereunder (whether or not during usual working hours), together with all patent applications, letters patent, copyrights and reissues thereof that may at any time be granted for or with respect to the scope of and during Inventions. In connection therewith, (a) the period of Employee shall, at the Employee’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Employee agrees that all the Inventions shall be the sole and exclusive property expense of the Company and (including a reasonable payment for the time involved if the Employee hereby assign all his is not then being retained by Pacer or her right, title and interest in and to its affiliates or is not receiving any and all of the Inventions payments set forth in Section 8 herein), promptly execute and deliver such applications, assignments, --------- descriptions and other instruments as may be necessary or proper in the opinion of the Company to vest title to the Company or its successor in interest without further consideration. The Employee agrees to assist the Company in every proper way to obtain for the Company Inventions and enforce any patent applications, patents, copyrights, mask work rights, trade secret rightsreissues or other proprietary rights related thereto in the Company and to enable it to obtain and maintain the entire right and title thereto throughout the world, and other legal protection (b) the Employee shall render to the Company, at its expense (including a reasonable payment for the Inventions. The time involved if the Employee will execute is not then being retained by Pacer or its affiliates or is not receiving any documents that of the payments set forth in Section 8 herein), such reasonable --------- assistance as the Company may reasonably request require in the prosecution of applications for use in obtaining or enforcing such said patents, copyrights, mask work reissues or other proprietary rights, trade secrets in the prosecution or defense of interferences which may be declared involving any said applications, patents, copyrights or other proprietary rights and other legal protections. The Employee’s obligations under this paragraph will continue beyond in any litigation in which Pacer of any of its affiliates may be involved relating to the termination of the Employment with the Company, provided that the Company will compensate the Employee at a reasonable rate after such termination for time or expenses actually spent by the Employee at the Company’s request on such assistance. The Employee appoints the Secretary of the Company as the Employee’s attorney-in-fact to execute documents on the Employee’s behalf for this purpose. This Section 9 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 9, the Company shall have right to seek remedies permissible under applicable lawInventions.

Inventions Assignment. The Employee understands that During the Company engages in research and development and other activities in connection with its business and that, as an essential part of the Employment, The Employee is expected to make new contributions to and create inventions of value for the Company. From and after the Effective DateEmployment Period, the Employee shall disclose in confidence promptly disclose, and hereby grants and assigns to the Company for its sole use and benefit, any and all inventions, improvements, designs, original works technical information and suggestions reasonably relating to the business of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets Pacer or its affiliates (collectively, the “"Inventions”), ") which the Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, acquire during the period of Employment ---------- Period relating to or in connection with the Employee’s Employment at the Company. The Employee acknowledges that copyrightable works prepared services provided by the Employee within hereunder (whether or not during usual working hours), together with all patent applications, letters patent, copyrights and reissues thereof that may at any time be granted for or with respect to the scope of and during Inventions. In connection therewith, (a) the period of Employee shall, at the Employee’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Employee agrees that all the Inventions shall be the sole and exclusive property expense of the Company and (including a reasonable payment for the time involved if the Employee hereby assign all his is not then being retained by Pacer or her right, title and interest in and to its affiliates or is not receiving any and all of the Inventions payments set forth in Section 8 herein), promptly execute and deliver such applications, assignments, --------- descriptions and other instruments as may be necessary or proper in the opinion of the Company to vest title to the Company or its successor in interest without further consideration. The Employee agrees to assist the Company in every proper way to obtain for the Company Inventions and enforce any patent applications, patents, copyrights, mask work rights, trade secret rightsreissues or other proprietary rights related thereto in the Company and to enable it to obtain and maintain the entire right and title thereto throughout the world, and other legal protection (b) the Employee shall render to the Company, at its expense (including a reasonable payment for the Inventions. The time involved if the Employee will execute is not then being retained by Pacer or its affiliates or is not receiving any documents that of the payments set forth in Section 8 herein), such reasonable --------- assistance as the Company may reasonably request require in the prosecution of applications for use in obtaining or enforcing such said patents, copyrights, mask work reissues or other proprietary rights, trade secrets in the prosecution or defense of interferences which may be declared involving any said applications, patents, copyrights or other proprietary rights and other legal protections. The Employee’s obligations under this paragraph will continue beyond in any litigation in which Pacer of any of its affiliates may be involved relating to the termination of the Employment with the Company, provided that the Company will compensate the Employee at a reasonable rate after such termination for time or expenses actually spent by the Employee at the Company’s request on such assistance. The Employee appoints the Secretary of the Company as the Employee’s attorney-in-fact to execute documents on the Employee’s behalf for this purpose. This Section 9 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 9, the Company shall have right to seek remedies permissible under applicable lawInventions.

Inventions Assignment. The Employee understands (a) I hereby acknowledge and agree that those Assigned Inventions and Proprietary Rights that are original works of authorship protectable by copyright are “works made for hire,” as that term is defined in the Company engages in research and development and other activities in connection with its business and that, as an essential part United States Copyright Act (the “Work Product”). (b) If any component of the EmploymentAssigned Inventions or Proprietary Rights either does not qualify as a “work made for hire” under U.S. copyright law, The Employee or is expected subject to make new contributions to protection under patent, trademark, trade secret or other intellectual property law, I hereby irrevocably and create inventions of value for the Company. From and after the Effective Date, the Employee shall disclose in confidence exclusively assign to the Company all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets (collectively, the “Inventions”), which the Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the Employee’s Employment at the Company. The Employee acknowledges that copyrightable works prepared by the Employee within the scope of and during the period of the Employee’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Employee agrees that all the Inventions shall be the sole and exclusive property of the Company and the Employee hereby assign all his or her my right, title and interest in and to any and all such Assigned Inventions and Proprietary Rights. I agree to give the Company full and prompt written notice and disclosure of any Assigned Invention or Proprietary Right and agree to execute such instruments of transfer, assignment, conveyance or confirmation and such other documents as the Company may request to evidence, confirm or perfect the assignment of all of my right, title and interest in and to any and all Assigned Inventions and Proprietary Rights. I hereby waive and quitclaim to the Company any and all claims of any nature whatsoever that I may now or its successor in interest without further consideration. The Employee agrees hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. (c) At the request of the Company, I will assist the Company in every proper way (including, without limitation, by executing patent applications) to obtain for the Company and enforce patents, copyrights, mask work rights, trade secret rights, and other legal protection for in any country in the world Proprietary Rights relating to any or all Assigned Inventions. The Employee will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. The Employee’s obligations My obligation under this paragraph will Section 4(c) shall continue beyond after the termination of the Employment with the CompanyTerm. (d) By this Agreement, provided that the Company will compensate the Employee at a reasonable rate after such termination for time or expenses actually spent by the Employee at the Company’s request on such assistance. The Employee appoints the Secretary of I hereby irrevocably constitute and appoint the Company as the Employee’s my attorney-in-fact for the purpose of executing, in my name and on my behalf, (i) such instruments or other documents as may be necessary to execute evidence, confirm or perfect any assignment pursuant to the provisions of this Section 4 or (ii) such applications, certificates, instruments or documents as may be necessary to obtain or enforce any Proprietary Rights in any country of the world. This power of attorney is coupled with an interest on the Employee’s behalf for this purpose. This Section 9 shall survive the termination part of this Agreement for any reason. In the event the Employee breaches this Section 9, the Company and is irrevocable. (e) My obligation to assign Assigned Inventions and Proprietary Rights shall not apply to any invention about which I can prove that: (i) the invention was developed entirely on my own time and effort; (ii) no equipment, supplies, facilities, resources, trade secrets or Confidential Information of the Company were used in the development of the invention and (iii) the invention does not result from any work otherwise performed by me for the Company. (f) I represent that the Inventions identified in the Appendix B, if any, attached hereto comprise all of the Inventions that I have right made or conceived prior to seek remedies permissible under applicable lawmy employment by or consulting relationship with the Company, which Inventions are excluded from this Agreement. I understand that it is only necessary to list the title of such Inventions and the purpose thereof but not details of the Inventions itself. IF THERE ARE ANY SUCH INVENTIONS TO BE EXCLUDED, THE UNDERSIGNED SHOULD INITIAL HERE; OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH EXCLUSIONS._________.

Inventions Assignment. The Employee understands that During the Company engages in research and development and other activities in connection with its business and that, as an essential part of the Employment, The Employee is expected to make new contributions to and create inventions of value for the Company. From and after the Effective DateEmployment Period, the Employee --------------------- Executive shall disclose in confidence promptly disclose, grant and assign to the Company for its and its affiliates' sole use and benefit any and all inventions, improvements, designs, original works technical information and suggestions reasonably relating to the business of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works the Company and trade secrets its affiliates (collectively, the “"Inventions”") which the Executive ---------- may develop or acquire during the Employment Period (whether or not during usual working hours), which together with all patent applications, letters patent, copyrights and reissues thereof that may at any time be granted for or with respect to the Employee may solely or jointly conceive or develop or reduce to practiceInventions. In connection with the previous sentence, or cause to be conceived or developed or reduced to practice(a) the Executive shall, during the period of the Employee’s Employment at the Company. The Employee acknowledges that copyrightable works prepared by the Employee within the scope of and during the period of the Employee’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Employee agrees that all the Inventions shall be the sole and exclusive property expense of the Company (including a reasonable payment (based on the Executives last per diem earnings) for the time involved if the Executive is not then in the Company's employ or receiving severance payments from the Company pursuant to Section 8(b)(ii)), promptly execute and deliver such applications assignments, descriptions and other instruments as may be necessary or proper in the Employee hereby assign all his opinion of the Company to vest title to the Inventions and any patent applications, patents copyrights, reissues or her right, title and interest other proprietary rights related thereto in the Company and to any enable it to obtain and all maintain the entire right and title thereto throughout the world, and (b) at the expense of the Inventions Company (including a reasonable payment, based on the Executive's last per diem earnings, for the time involved if the Executive is not then in the Company's employ or receiving severance payments from the Company pursuant to Section 8(b)(ii)), the Executive shall render reasonable assistance to the Company as may be required in the prosecution of applications for said patents, copyright, reissues or its successor other proprietary rights, in interest without further consideration. The Employee agrees to assist the prosecution or defense of interferences or infringements that may be declared involving any said applications, patents, copyrights or other proprietary rights and in any litigation in which the Company in every proper way may be involved relating to obtain for the Company and enforce patents, copyrights, mask work rights, trade secret rights, and other legal protection for the Inventions. The Employee will execute any documents that the Company may reasonably request for use covenant contained in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. The Employee’s obligations under this paragraph will continue beyond the termination of the Employment with the Company, provided that the Company will compensate the Employee at a reasonable rate after such termination for time or expenses actually spent by the Employee at the Company’s request on such assistance. The Employee appoints the Secretary of the Company as the Employee’s attorney-in-fact to execute documents on the Employee’s behalf for this purpose. This Section 9 11 shall survive the termination or expiration of the Employment Period and any termination of this Agreement for any reason. In the event the Employee breaches this Section 9, the Company shall have right to seek remedies permissible under applicable lawAgreement.

Inventions Assignment. The Employee understands that the Company engages in research and development and other activities in connection with its business and that, as an essential part of the Employment, The Employee is expected to make new contributions to and create inventions of value for the Company. From and after the Effective Date, the Employee shall disclose in confidence to the Company all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets (collectively, the “"Inventions”"), which the Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the Employee’s 's Employment at the Company. The Employee acknowledges that copyrightable works prepared by the Employee within the scope of and during the period of the Employee’s 's Employment with the Company are “"works for hire” " and that the Company will be considered the author thereof. The Employee agrees that all the Inventions shall be the sole and exclusive property of the Company and the Employee hereby assign all his or her right, title and interest in and to any and all of the Inventions to the Company or its successor in interest without further consideration. The Employee agrees to assist the Company in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights, trade secret rights, and other legal protection for the Inventions. The Employee will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. The Employee’s 's obligations under this paragraph will continue beyond the termination of the Employment with the Company, provided that the Company will compensate the Employee at a reasonable rate after such termination for time or expenses actually spent by the Employee at the Company’s 's request on such assistance. The Employee appoints the Secretary of the Company as the Employee’s 's attorney-in-fact to execute documents on the Employee’s 's behalf for this purpose. This Section 9 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 9, the Company shall have right to seek remedies permissible under applicable law.

Inventions Assignment. The Employee understands that hereby irrevocably and unconditionally waives in favour of the Company engages in research and development and other activities Employer all rights granted by the Copyright Ordinance of Hong Kong in connection with its business and that, as an essential part his authorship of any copyright works in the Employment, The Employee is expected to make new contributions to and create inventions course of value for the Company. From and after the Effective Date, the Employee shall disclose in confidence to the Company all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets (collectively, the “Inventions”), which the Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the Employee’s Employment at the Company. The Employee acknowledges that copyrightable works prepared by the Employee within the scope of and during the period of the Employee’s Employment his employment with the Company are “works for hire” Employer, including without limitation any moral rights and that the Company will be considered the author thereofany right to claim an additional payment with respect to use or exploitation of those works. The Employee agrees that (i) his wages are full compensation for his services and all present and future uses of copyright works made by him in the course of his employment; and (ii) he will not make any claims against the Companies with respect to those copyright works. If the Employee makes any Inventions (as defined below) that do not belong to the Employer under the Patents Ordinance of Hong Kong, he agrees that he will forthwith exclusively license or assign (as determined by the Employer) to the Employer his rights in relation to such Inventions and will deliver to the Employer all documents and other materials relating to them. The Employer will pay to the Employee such compensation for the license or assignment as the Employer will determine in its absolute discretion, subject to the Patents Ordinance of Hong Kong. All rights to discoveries, inventions, improvements and innovations (including all data and records pertaining thereto) related to the business of any of the Companies, whether or not patentable, copyrightable, registrable as a trademark, or reduced to writing, that the Employee may discover, invent or originate during the term of his employment hereunder, either alone or with others and whether or not during working hours or by the use of the facilities of any of the Companies ("Inventions"), shall be the sole and exclusive property of the Company and the Employer. The Employee hereby assign shall promptly disclose all his or her right, title and interest in and to any and all of the Inventions to the Company Employer, shall execute at the request of the Employer any assignments or its successor other documents the Employer may deem necessary to protect or perfect the rights of the Companies therein, and shall assist the Companies, at the Companies' expense, in interest without further considerationobtaining, defending and enforcing the Companies' rights therein. The Employee agrees to assist hereby appoints the Company in every proper way to obtain for the Company Employer and enforce patents, copyrights, mask work rights, trade secret rights, and other legal protection for the Inventions. The Employee will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. The Employee’s obligations under this paragraph will continue beyond the termination each of the Employment with the Companyother Companies, provided that the Company will compensate the Employee at a reasonable rate after such termination for time or expenses actually spent by the Employee at the Company’s request on such assistance. The Employee appoints the Secretary of the Company individually, as the Employee’s his attorney-in-fact to execute on his behalf any assignments or other documents on deemed necessary by the Employee’s behalf for this purpose. This Section 9 shall survive Employer or any of the termination of this Agreement for other Companies to protect or perfect their rights to any reason. In the event the Employee breaches this Section 9, the Company shall have right to seek remedies permissible under applicable lawInventions.