Common use of Inventions Clause in Contracts

Inventions. You shall promptly disclose and provide to the Company, any original works of authorship, designs, formulas, processes, improvements, compositions of matter, computer software programs, data, information or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely or jointly with others, during the period of your employment, or as a result of such employment (collectively, “Inventions”), and whether or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the exclusive owner of all rights, title and interest in and to the Inventions and, specifically, that any copyrightable works prepared by you within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, or in the event that you should, by operation of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest and assign to the Company, without any further consideration and regardless of any use by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwise.

Inventions. You shall promptly disclose (i) Executive acknowledges and provide to the Companyagrees that all trade secrets, any original works of authorshipmask works, concepts, drawings, materials, documentation, procedures, diagrams, specifications, models, processes, formulae, source and object codes, data, programs, know-how, designs, formulastechniques, processesideas, methods, inventions, discoveries, improvements, compositions of matter, computer software programs, data, information or databases, methods, procedures or other inventionswork products, developments or improvements other works of any kind authorship (“Inventions”), whether patentable or unpatentable, (x) that you conceiverelate to Executive’s work with the Employer, originatemade, develop, improve, modify and/or createdeveloped or conceived by Executive, solely or jointly with othersothers or with the use of any of the Employer’s equipment, during supplies, facilities or trade secrets or (y) suggested by any work that Executive performs in connection with the period Employer, either while performing Executive’s duties with the Employer or on Executive’s own time, but only insofar as the Inventions are related to Executive’s work as an employee of your employment, or as a result of such employment the Employer (collectively, “Company Inventions”), and will belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Employer, of all Company Inventions, and will promptly disclose all Company Inventions completely and in writing to the Company. The Records will be the sole and exclusive property of the Company, and Executive will surrender them upon the termination of Executive’s employment, or upon the Company’s request. Executive hereby assigns to the Company (or its designee) the Company Inventions including all rights in and to any related patents and other intellectual property that may issue thereon in any and all countries, whether during or subsequent to Executive’s employment with the Employer, together with the right to file, in Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). Executive will, at any time during and subsequent to Executive’s employment with the Employer, make such Inventions also applications, sign such papers, take all rightful oaths, and perform all acts as may be included within requested from time to time by the Company with respect to the Company Inventions and the underlying intellectual property. Executive will 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 Company Inventions and the underlying intellectual property for its benefit, all without additional compensation to Executive from the Company, but entirely at the Company’s expense. (ii) In addition, the Company Inventions will be deemed “Confidential Information” or “Trade Secret Information” (work made for hire”, as such term is defined under this Agreement)the copyright law of the United States, or are patentable, copyrightable or protectable as trade secrets. You acknowledge on behalf of the Employer and agree Executive agrees that the Company is and shall (or its designee) will be the exclusive sole owner of the Company Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations or compensation to Executive. If the Company Inventions, or any portion thereof, are deemed not to be work made for hire, Executive hereby irrevocably conveys, transfers, assigns and delivers to the Company (or its designee), all rights, title titles and interest interests, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Company Inventions, including without limitation: (a) all of Executive’s rights, titles and interests in and to any underlying intellectual property (and all renewals, revivals and extensions thereof) related to the Company Inventions; (b) all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Company Inventions, to exploit and allow others to exploit the Company Inventions; and (c) all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Company Inventions, known or unknown, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom. In addition, Executive hereby waives any so-called “moral rights” with respect to the Company Inventions. Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions andand all patents and other intellectual property rights that may issue thereon, specificallyincluding, without limitation, any rights that would otherwise accrue to Executive’s benefit by virtue of Executive being an employee of or other service provider to the Employer. (iii) To the extent that Executive is unable to assign any copyrightable works prepared by you within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, or in the event that you should, by operation of law, be deemed to be entitled to retain any rightsExecutive’s right, title or interest in any Company Invention under applicable law, for any such Company Invention and the underlying intellectual property rights, Executive hereby grants to the Company (or its designee) an exclusive, irrevocable, perpetual, transferable, worldwide, fully paid license to such Company Invention and the underlying intellectual property, with the right to sublicense, use, modify, create derivative works and otherwise fully exploit such Company Invention and the underlying intellectual property, to assign this license and to exercise all rights and incidents of ownership of the Company Invention. (iv) To the extent that any Inventionof the Company Inventions are derived by, you hereby irrevocably waive all rights, title and interest and assign to the Company, without any further consideration and regardless of any or require use by the Company of Employer of, any such works, Inventions, all rightsor other intellectual property rights that Executive owns, title and interestwhich are not assigned hereby, if anyExecutive hereby grants to the Company (or its designee) an irrevocable, in and to such Invention. You agree that perpetual, transferable, worldwide, non-exclusive, royalty free license, with the Company, as the owner of all Inventions, has the full and complete right to prepare sublicense, use, modify and create derivative works based upon using such works, Inventions or other intellectual property rights, but only to the Inventions and extent necessary to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout permit the world and at any time during or after your employment hereunder or otherwiseCompany to fully realize their ownership rights in the Company Inventions.

Inventions. You shall promptly disclose and provide (a) Subject to Section 9 below, I hereby assign to the Company, without additional consideration, all right, title and interest (throughout the United States and in all foreign countries) in all ideas, processes, inventions, technology, writings, computer programs, designs, formulas, discoveries, patents, copyrights, trademarks, service marks, original works of authorship, any claims or rights, and any improvements or modifications to the foregoing (collectively, "Inventions"), whether or not subject to patent or copyright protection, relating to any activities of the Company that have been or will be conceived, developed, or reduced to practice by me alone or with others (i) during the term of my employment, whether or not conceived or developed during regular business hours, and whether or not conceived before, on, or after the date hereof or (ii) if based on Proprietary Information, after termination of my employment. Such Inventions shall be the sole property of the Company and, to the maximum extent permitted by applicable law, shall be deemed works made for hire. (b) I will, whether during or after my employment by the Company, execute such written instruments and do other such acts as may be necessary in the opinion of the Company to obtain a patent, register a copyright, or otherwise enforce the Company's rights in such Inventions (and I hereby irrevocably appoint the Company and any of its officers as my attorney in fact to undertake such acts in my name). (c) I understand that the assignment by me to the Company does not apply to Inventions that qualify fully under Section 2870(a) of the California Labor Code, which is set forth on Schedule "A." I understand that nothing in this Agreement is intended to expand the scope of protection provided by Sections 2870 through 2872 of the California Labor Code. Except as disclosed in Schedule "B", there are no ideas, inventions, technology, computer programs, processes, trademarks, service marks, original works of authorship, designs, formulas, discoveries, patents, copyrights, any claims or rights, and any improvements or modifications to the foregoing that I wish to exclude from the operation of this Agreement. (d) To the best of my knowledge, there is no existing contract in conflict with this Agreement or any other contract in existence between me and any other person or entity to assign ideas, inventions, technology, computer programs, processes, improvementstrademarks, compositions service marks, original works of matterauthorship, computer software programsdesigns, dataformulas, information discoveries, patents, copyrights, any claims or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely or jointly with others, during the period of your employment, or as a result of such employment (collectively, “Inventions”)rights, and whether any improvements or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the exclusive owner of all rights, title and interest in and modifications to the Inventions and, specifically, that any copyrightable works prepared by you within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, or in the event that you should, by operation of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest and assign to the Company, without any further consideration and regardless of any use by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwiseforegoing.

Inventions. You shall promptly disclose (a) Any and provide to the Companyall ideas, any original works of authorshipinventions, designsdiscoveries, formulaspatents, processespatent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, compositions of matter, computer software programs, data, information or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely or jointly with others, during trade secrets and the period of your employment, or as a result of such employment like (collectively, “Inventions”), and which are developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee is employed by Company, whether or not any such Inventions also may be included within “Confidential Information” during working hours, that relate to (i) current and anticipated businesses and/or activities of Company, (ii) the current and anticipated research or “Trade Secret Information” (as defined under this Agreement)development of Company, or are patentable(iii) any work performed by Employee for Company, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the sole and exclusive owner property of Company, and Company shall own any and all rightsright, title and interest to such Inventions. Employee assigns, and agrees to assign to Company whenever so requested by Company, any and all right, title and interest in and to any such Invention, at Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which Company deems desirable or necessary to protect such interests, at Company’s expense. (b) Employee acknowledges that as part of his work for Company he may be asked to create, or contribute to the Inventions andcreation of, specificallycomputer programs, that any copyrightable works prepared by you within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions documentation and that the Company shall be considered the author and owner of such other copyrightable works. In the event Employee hereby agrees that any Invention and all computer programs, documentation and other copyrightable materials that he has prepared or worked on for Company, or is deemed not asked to prepare or work on by Company, shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. §§ 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the event that you should, by operation of law, be deemed to be entitled to retain any rights, title future have in or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest and assign to the Companyworks, without any further consideration including, but not limited to, all ownership, U.S. and regardless foreign copyrights, all treaty, convention, statutory, and common law rights under the law of any use by U.S. or foreign jurisdiction, the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare xxx for past, present, and create derivative works based upon the Inventions future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that he may have arising under 17 U.S.C. §§ 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to usethose conveyed under 17 U.S.C. §§ 106A, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known any other type of moral right or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwisedroit moral.

Inventions. You (a) Employee agrees that he/she shall promptly disclose and provide make full written disclosure to the Company, shall hold in trust for the sole right and benefit of Company, shall assign and hereby does assign to Company, or its designee, all of Employee’s right, title, and interest in and to any and all inventions, original works of authorship, designsdevelopments, formulas, processesconcepts, improvements, compositions designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registerable under copyright or similar laws, which Employee may, solely or jointly, conceive or develop or reduce to practice during the period of matter, computer software programs, data, information or databases, methods, procedures or other inventions, developments or improvements time Employee is in the employ of any kind Company that you conceive, originate, develop, improve, modify relate to the Company and/or create, its products (collectively referred to as “Inventions”). Employee further acknowledges that all original works of authorship which are made by Employee (solely or jointly with others, ) within the scope of and during the period of your employmenthis/her employment with Company and which are protectable by copyright are “works made for hire”, as that term is defined in the United States Copyright Act. Employee understands and agrees that the decision whether or not to commercialize or market any invention developed by Employee (solely or jointly with others) is within Company’s sole discretion and for Company’s sole benefit and that no royalty will be due to Employee as a result of Company’s efforts to commercialize or market any such invention. (b) Employee agrees to keep and maintain adequate and current written records of all Inventions made by Employee (solely or jointly with others) during the term of his/her employment (collectivelywith Company. The records will be in the form of notes, “Inventions”)sketches, drawings, and whether any other format that may be specified by Company. The records will be available to and remain the sole property of Company at all times. (c) If Company is unable because of Employee’s mental or not physical incapacity or for any other reason to secure his/her signature on any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (document, then Employee hereby irrevocably designates and appoints Company and its duly authorized officers and agents as defined under this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge his/her agent and agree that the Company is attorney-in-fact to act for and shall be the exclusive owner of all rights, title in Employee’s behalf and interest in stead to execute and file any such document and to do all other lawfully permitted acts to further the Inventions and, specifically, that any copyrightable works prepared prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by you within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, or in the event that you should, by operation of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest and assign to the Company, without any further consideration and regardless of any use by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwiseEmployee.

Inventions. You shall promptly disclose (a) Any and provide to the Companyall ideas, any original works of authorshipinventions, designsdiscoveries, formulaspatents, processespatent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, compositions of matter, computer software programs, data, information or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely or jointly with others, during trade secrets and the period of your employment, or as a result of such employment like (collectively, “Inventions”), and which are developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee is employed by Company, whether or not any such Inventions also may be included within “Confidential Information” during working hours, that relate to (i) current and anticipated businesses and/or activities of Company, (ii) the current and anticipated research or “Trade Secret Information” (as defined under this Agreement)development of Company, or are patentable(iii) any work performed by Employee for Company, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the sole and exclusive owner property of Company, and Company shall own any and all rightsright, title and interest to such Inventions. Employee assigns, and agrees to assign to Company whenever so requested by Company, any and all right, title and interest in and to any such Invention, at Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments which Company deems desirable or necessary to protect such interests, at Company’s expense. (b) Employee acknowledges that as part of her work for Company she may be asked to create, or contribute to the Inventions andcreation of, specificallycomputer programs, that any copyrightable works prepared by you within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions documentation and that the Company shall be considered the author and owner of such other copyrightable works. In the event Employee hereby agrees that any Invention and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for Company, or is deemed not asked to prepare or work on by Company, shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. §§ 106 and 106A including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the foregoing, to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the event that you should, by operation of law, be deemed to be entitled to retain any rights, title future have in or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest and assign to the Companyworks, without any further consideration including, but not limited to, all ownership, U.S. and regardless foreign copyrights, all treaty, convention, statutory, and common law rights under the law of any use by U.S. or foreign jurisdiction, the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare xxx for past, present, and create derivative works based upon the Inventions future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any and all rights that she may have arising under 17 U.S.C. §§ 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to usethose conveyed under 17 U.S.C. §§ 106A, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known any other type of moral right or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwisedroit moral.

Inventions. You shall promptly disclose Any and provide to the Companyall inventions, any original products, discoveries, improvements, copyrightable or patentable works of authorshipor products, trademarks, service marks, ideas, processes, formulae, methods, designs, formulastechniques and trade secrets (collectively hereinafter referred to as "INVENTIONS") made, processesdeveloped, improvements, compositions of matter, computer software programs, data, information conceived or databases, methods, procedures resulting from work performed by Executive (alone or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely or jointly in conjunction with others, during the period regular hours of your employmentwork or otherwise) while he is employed by Company and which may be directly or indirectly useful in, or as a result related to, the business of such employment Company (collectivelyincluding, “Inventions”)without limitation, research and whether or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under this Agreementdevelopment activities of Company), or which are patentablemade using any equipment, copyrightable facilities, Confidential Information, materials, labor, money, time or protectable as trade secrets. You acknowledge and agree that other resources of Company, shall be promptly disclosed by Executive to the Company is person or persons designated by the Board or CEO, shall be deemed Confidential Information for purposes of this Agreement, and shall be Company's exclusive property. Executive shall, upon Company's reasonable request during or after the Employment Period, execute any documents and perform all such acts and things which are necessary or advisable in the opinion of Company to cause issuance of patents to, or otherwise obtain recorded protection of right to intellectual property for, Company with respect to Inventions that are to be Company's exclusive owner of all rightsproperty under this Section 10, or to transfer to and vest in Company full and exclusive right, title and interest in and to the Inventions andsuch Inventions; provided, specificallyhowever, that the expense of securing any copyrightable works prepared by you within the scope such protection of your employment are “works for hire” under the Copyright Act, that such “works for hire” are right to Inventions and that the Company shall be considered the author and owner of such copyrightable worksborne by Company. In the event that any Invention is deemed not to be a “work for hire”addition, or in the event that you should, by operation of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest and assign to the Company, without any further consideration and regardless of any use by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment the Employment Period, Executive shall, at Company's expense, reasonably assist the Company in any reasonable and proper manner in enforcing any Inventions which are to be or become Company's exclusive property hereunder against infringement by others. Executive shall keep confidential and will hold for Company's sole use and benefit any Invention that is to be Company's exclusive property under this Section 10 for which full recorded protection of right has not been or otherwisecannot be obtained.

Inventions. You (a) If at any time or times during the term of this Agreement, (i) the Employee shall (either alone or with others) make, conceive, discover, reduce to practice or become possessed of any invention, modification, discovery, design, development, improvement, process, formula, data, technique, know-how, secret, or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) that relates directly to medical information systems, software or databases, or results from tasks assigned to the Employee by the Company (herein called "Inventions"), and (ii) (A) in connection therewith, the Employee used equipment, supplies, facilities or trade secret information of the Company, or (B) in connection therewith, used hours for which he was to be or was compensated by the Company hereunder, or (C) which relate at the time of conception or reduction to practice thereof the business of the Company or to its actual or demonstrably anticipated research and development, or (D) which result from any work performed by him for the Company, such Inventions and the benefits thereof shall immediately become the sole and absolute property of the Company and its assigns, and the Employee shall promptly disclose assign to the Company (or any persons designated by it) each such Invention and provide benefits or rights resulting therefrom to the Company and its assigns without compensation and shall communicate, without cost or delay, and without publishing the same, all available information relating thereto (with all necessary plans, models, software code or interface designs) to the Company. (b) The Employee will also promptly disclose to the Company, and the Company hereby agrees to receive all such disclosures in confidence, any original works of authorshipother invention, designsmodification, formulasdiscovery, processesdesign, improvementsdevelopment, compositions of matterimprovement, computer software programsprocess, formula, data, technique, know-how, secret or intellectual property right whatsoever or any interest therein directly in and limited to the fields of medical information systems, software or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely or jointly with others, during the period of your employment, or as a result of such employment databases (collectively, “Inventions”), and whether or not any such Inventions also may be included within “Confidential Information” patentable or “Trade Secret Information” (as defined registrable under this Agreement)copyright or similar statutes or subject to analogous protection) made, conceived, discovered, reduced to practice or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the exclusive owner of all rights, title and interest in and to the Inventions and, specifically, that any copyrightable works prepared by you within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, or in the event that you should, by operation of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest and assign to the Company, without any further consideration and regardless of any use possessed by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known Employee (either alone or later developed, such Inventions and derivative works anywhere throughout the world and with others) at any time or times during or after your employment hereunder or otherwisethe term of this Agreement for the purpose of determining whether they constitute "Inventions" as defined herein.

Inventions. You shall promptly disclose All discoveries, inventions, ideas, concepts, research and provide other information, processes, products, methods and improvements or parts thereof (including, without limitation, all devices, designs, specifications, drawings, product plans or definitions and research data or results) conceived, developed, or otherwise made by the Executive, alone or jointly with others and in any way relating to the Company’s present or proposed products, any original works programs or services or to tasks assigned to the Executive during the course of authorshiphis employment, designs, formulas, processes, improvements, compositions of matter, computer software programs, data, information whether or databases, methods, procedures not patentable or subject to copyright protection or other inventionsforms of proprietary protection, developments and whether or improvements of any kind that you conceivenot reduced to tangible or electronic form, originate, develop, improve, modify and/or create, solely memorialized or jointly with othersreduced to practice, during the period of your employmentthe Executive’s employment with the Company, whether or as a result of such employment (collectively, “Inventions”)not made during regular working hours, and whether or not made on the Company’s premises, and whether or not disclosed to the Company (hereinafter collectively referred to as the “Inventions”) shall be the sole property of the Company. All of the Inventions, including, without limitation, all parts thereof, and any such Inventions also memorialization thereof by electronic or manual storage, transcription, or recording, and any display, performance or modification thereof or derivative work based thereon, is work made for hire under the copyright laws of the United States especially ordered and commissioned by the Company. The Company shall be deemed the sole author, creator and inventor, as the case may be included within be, of the Inventions. Any reference to “Confidential Informationproprietary protection” or “Trade Secret Informationproprietary rights” (in this Agreement shall mean all forms and types of proprietary protection or proprietary rights, as defined under this Agreement)the case may be, however denominated. The Executive agrees to, and hereby does, assign to the Company all of his right, title and interest throughout the world in all Inventions and to anything tangible that contains, represents, evidences, records, performs, displays, embodies or are patentableconstitutes any such Invention. The Executive hereby assigns and, copyrightable or protectable as trade secrets. You acknowledge to the extent any such assignment cannot be made at present, hereby agrees to assign to the Company all copyrights, patents, trademarks and agree other proprietary rights that the Executive may have in any such Invention, together with the right to file for or own wholly without restriction United States and foreign copyrights, patents, trademarks and other proprietary rights with respect thereto. The Executive specifically agrees and acknowledges that the foregoing assignment covers all results, outputs and products of the Executive’s work for the Company is prior to the date hereof, whether as an employee or as a consultant, and all related copyrights, patents, trademarks or other proprietary rights, and that all such results, output and products shall be Inventions hereunder and the exclusive owner sole property of the Company. The Executive hereby agrees, without payment of any consideration to the Executive in addition to the compensation described in Section 4 hereof, (i) promptly to disclose all rightsInventions to the Company, (ii) to assist the Company in every reasonable manner to obtain thereon patents, copyrights or other forms of proprietary protection in any and all countries for the Company’s benefit, and (iii) to execute, acknowledge, seal and deliver all documents, including, without limitation, all instruments of assignment, patent or copyright applications, patent or copyright assignments and registrations and applications that may be required for other forms of proprietary protection, and to take all such other actions, as the Company may request to obtain for the Company all right, title and interest in and to any of the Inventions or otherwise to carry out the purposes of this Agreement, to secure any of the Company’s rights hereunder or to carry out the intent of this Agreement. The Executive further agrees, whether or not the Executive is then an employee of the Company, to cooperate to the extent and in the manner reasonably requested by the Company in the prosecution or defense of any claim involving a patent covering any Invention or any litigation or other claim or proceeding involving any Invention covered by this Agreement, but all out-of-pocket expenses thereof shall be paid by the Company. The Executive agrees to waive, and hereby waives, all moral rights which the Executive may have in or to any Inventions and, specifically, that any copyrightable works prepared by you within to the scope of your employment are “works for hire” under the Copyright Act, extent that such “works for hire” are Inventions and that rights may not be waived, the Executive agrees not to assert such rights against the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”or its licensees, partners or in the event that you should, by operation of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest and assign to the Company, without any further consideration and regardless of any use by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwisecustomers.

Inventions. You shall promptly disclose and provide to the CompanyAs used herein, “Invention” means any original works of authorshipdiscovery, designsimprovement, formulasinnovation, processesidea, improvements, compositions of matter, computer software programs, data, information or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely or jointly with others, during the period of your employmentformula, or as a result of such employment shop right (collectivelywhether or not patentable, “Inventions”)whether or not put into writing, and whether or not put into practice) made, generated, or conceived by Employee (whether alone or with others, whether or not patentable, whether or not put into writing, and whether or not reduced to practice) during the Term that relates in any such Inventions also may be included within “Confidential Information” way to the Company’s products, services, systems, markets, business methods, operations or “Trade Secret Information” (as defined under plans. For purposes of this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that any Invention relating to the business of the Company is and or to the Company’s actual or demonstrably anticipated research or development with respect to which Employee files a patent application within one year after termination of the Term shall be presumed to be an Invention conceived by Employee during the exclusive owner Term, rebuttable only by accurate, written and duly corroborated evidence that such Invention was not first conceived by Employee until after the termination of this Employment Agreement. Employee further agrees that all rightsInventions generated, made or conceived by Employee during the Term shall also be solely owned by the Company, and Employee hereby irrevocably assigns to the Company all of his right, title and interest in and to the any and all Inventions. Employee shall promptly disclose all Inventions and, specifically, that any copyrightable works prepared by you within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that to the Company shall be considered in writing. Employee further agrees to execute any assignments or similar documents requested by the author Company to further evidence and owner of such copyrightable works. In document the event that any Invention is deemed not to be a “work for hire”, or in the event that you should, by operation of law, be deemed to be entitled to retain any rights, title or interest Company’s rights in and to any InventionInventions, you hereby irrevocably waive all rightsand to cooperate with Company, title and interest and assign to at the Company’s expense, in obtaining letters patent or equivalent protection for such Inventions in any and all locations and jurisdictions Company may choose in its sole discretion throughout the world, and to do so without any requirement of further consideration and regardless of any use by the Company of any consideration, even if such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known request is made after this Agreement expires or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwiseterminates.

Inventions. You shall promptly disclose and provide to the Company(a) All inventions, any original works of authorshipcreations, designs, formulas, processes, improvements, compositions of matterdiscoveries, computer software programs, data, information developments, technology, designs, innovations and improvements (whether or databasesnot patentable and whether or not copyrightable) which are made, methodsconceived, procedures reduced to practice, created, written, designed or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or createdeveloped by the Executive, solely or jointly with othersothers or under his direction and whether during normal business hours or otherwise, (i) during the period Employment Period if made, conceived, reduced to practice, created, written, designed or developed in the course of your employment, Executive’s performance of duties pursuant to this Agreement or as a result of such employment (collectivelyii) during or after the Employment Period if resulting or directly derived from Proprietary Information (collectively under clauses (i) and (ii), “Inventions”), and whether or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the exclusive owner sole property of the Company. The Executive hereby assigns and transfers and, to the extent any such assignment cannot be made at present, will assign and transfer, to the Company all rightsInventions and any and all related patents, title copyrights, trademarks, trade names, and interest other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as his duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Executive not during normal working hours, not on the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. (b) Upon the request of the Company and at the Company’s expense, the Executive shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to the Inventions and, specifically, that any copyrightable works prepared by you within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that assist the Company shall be considered the author in applying for, obtaining and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, enforcing patents or copyrights or other rights in the event that you should, by operation of law, be deemed to be entitled to retain United States and in any rights, title or interest in and foreign country with respect to any Invention, you . The Executive also hereby irrevocably waive waives all rights, title and interest and assign claims to moral rights in any Inventions. (c) The Executive shall promptly disclose to the Company all Inventions and shall maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company, without any further consideration and regardless ) to document the conception and/or first actual reduction to practice of any use by Invention. Such written records shall be available to and remain the sole property of the Company of any such Inventions, at all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwisetimes.

Inventions. You Executive shall promptly disclose and provide to the Company, any original works of authorship, designs, formulas, processes, improvements, compositions of matter, computer software programs, data, information or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceiveExecutive conceives, originateoriginates, developdevelops, improveimproves, modify modifies and/or createcreates, solely or jointly with others, during the period of your Executive’s employment, or as a result of such employment (collectively, “Inventions”), and whether or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge Executive acknowledges and agree agrees that the Company is and shall be the exclusive owner of all rights, title and interest in and to the Inventions and, specificallyspecifically without limitation, that any copyrightable works prepared by you Executive within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that the Company shall will be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, or in the event that you Executive should, by operation of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you Executive hereby irrevocably waive waives all rights, title and interest and assign assigns to the Company, without any further consideration and regardless of any use by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree Executive agrees that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display display, and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your Executive’s employment hereunder or otherwise.

Inventions. You Executive shall promptly disclose and provide to the Company, any original works of authorship, designs, formulas, processes, improvements, compositions of matter, computer software programs, data, information or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceiveExecutive conceives, originateoriginates, developdevelops, improveimproves, modify modifies and/or createcreates, solely or jointly with others, during the period period, of your Executive’s employment, or as a result of such employment (collectively, “Inventions”), and whether or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge Executive acknowledges and agree agrees that the Company is and shall be the exclusive owner of all rights, title and interest in and to the Inventions and, specificallyspecifically without limitation, that any copyrightable works prepared by you Executive within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that the Company shall will be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, or in the event that you Executive should, by operation of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you Executive hereby irrevocably waive waives all rights, title and interest and assign assigns to the Company, without any further consideration and regardless of any use by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree Executive agrees that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display display, and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your Executive’s employment hereunder or otherwise.

Inventions. You shall 8.1 Employee agrees to disclose promptly disclose and provide to the Company, and / or to the proper officers of the Company, in writing, any original works patentable or unpatentable, copyrightable or uncopyrightable, idea, invention, work of authorshipauthorship (including, designs, formulas, processes, improvements, compositions of matter, but not limited to computer software programs, datasoftware and documentation), information formula, device, improvement, method, process or databasesdiscovery (each, methodsan “Invention”) which relates to the Company’s business that Employee conceives, procedures makes, develops, or other inventionsworks on, developments in whole or improvements of any kind that you conceive, originate, develop, improve, modify and/or createin part, solely or jointly with others, others during the term of Employee’s service and for a period of your employmentone year thereafter regardless of whether (a) such invention was conceived, made, developed or worked on during Employee’s regular hours of employment or Employee’s time away from work; (b) the Invention was made at the suggestion of the Company; or (c) the Invention was reduced to drawing, written description, documentation, models or other tangible form. 8.2 It is expressly agreed that any work and Inventions created by the Employee hereunder will belong solely and exclusively to the Company and will be considered the property of the Company for purposes of this Agreement. The Employee hereby irrevocably assigns to the Company, its successors and assigns, without royalty or any further consideration, (i) all rights, title and interests in and to the copyrights of the Inventions and all renewals and extensions of the copyrights that may be secured under existing or future laws, and (ii) all other rights, title and interests the Employee may have in the Inventions. Accordingly, the Company will have the right to register the Inventions in the Company’s name as a result the owner and author of such employment (collectivelyInventions. Employee will, “upon request by the Company and at the Company’s expense, promptly execute, acknowledge or deliver any documents or instruments deemed reasonably necessary by the Company to document, enforce, protect or otherwise perfect the Company’s copyright and other interests in the Inventions”), and whether . 8.3 Without limiting the generality or not effect of any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under other provision of this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that Employee agrees to assign to the Company is and shall be without royalty or any other further consideration the exclusive owner of all rightsEmployee’s right, title and interest in and to any Invention Employee is required to disclose hereunder. 8.4 Employee agrees to make and maintain adequate and current written records of all Inventions covered by this Agreement. These records will be and remain the Inventions andproperty of the Company. 8.5 Employee agrees to assist the Company in obtaining, specificallymaintaining, that and enforcing patents and other proprietary rights in connection with any copyrightable works prepared Invention covered by you within this Agreement for which the scope of your employment are “works for hire” under the Copyright ActCompany has or obtains any right, that such “works for hire” are Inventions and title or interest. Employee further agrees that the Company shall be considered Employee’s obligations under this clause will continue beyond the author and owner termination of the term of this Agreement, but if Employee is called upon to render such copyrightable works. In assistance after the event that any Invention is deemed not to be a “work for hire”termination of the term of this Agreement, or in the event that you should, by operation of law, be deemed to Employee will be entitled to retain any rightsa fair and reasonable rate of compensation for such assistance. Employee will, title or interest in and addition, be entitled to any Invention, you hereby irrevocably waive all rights, title and interest and assign to the Company, without any further consideration and regardless reimbursement of any use by out-of-pocket expenses incurred at the request of the Company of any such Inventions, all rights, title and interest, if any, in and relating to such Inventionassistance. 8.6 Employee represents there are no other contracts to assign Inventions that are now in existence between any other person or entity and Employee. You agree Employee further represents that the Company, as Employee has no other employments or undertakings which might restrict or impair the owner Employee’s performance of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwisethis Agreement.

Inventions. You shall a. The Executive agrees to promptly inform and to disclose and provide to the Company, in writing, all inventions, concepts, developments, procedures, ideas, innovations, systems, programs, techniques, processes, information, discoveries, improvements and modifications and related documentations, other works of authorship and the like (collectively the "Inventions"), which, during the course of the Executive's employment with the Company, the Executive has created, made, conceived, written either alone or with others, while in the Company's employ, or while performing services for the affiliates, whether or not during working hours, and at all times thereafter, whether or not such Inventions are patentable, subject to copyright protection or susceptible to any original other form of protection which (i) related to the actual Business or research of development of the Company or its affiliates; or (ii) was suggested by or resulted from any task assigned or to be assigned to the Executive or performed by the Executive for or on behalf of the Company or any of its affiliates. In the case of any "other works of authorship", such assignment shall be limited to those works of authorship which meet both conditions (i) and (ii) above. The Executive further acknowledges and agrees that the copyright and any other intellectual property right in Inventions and related documentation, and other works of authorship, designs, formulas, processes, improvements, compositions of matter, computer software programs, data, information or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely or jointly with others, during the period of your employment, or as a result of such employment (collectively, “Inventions”), and whether or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the exclusive owner of all rights, title and interest in and to the Inventions and, specifically, that any copyrightable works prepared by you created within the scope of your employment are “works for hire” under the Copyright Actmy employment, that such “works for hire” are Inventions and that belong to the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, or in the event that you should, by operation of law. b. In connection with any of the Inventions assigned by Section 8.a., be deemed to be entitled to retain any rightsthe Executive shall, on the Company's request, promptly execute a specific assignment of title or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest and assign to the CompanyCompany or its designee, without any and do anything else reasonably necessary to enable the Company or such designee to secure a patent, copyright or other form of protection therefor in the United States and in other countries. c. The Executive further consideration acknowledges and regardless agrees that the Company and its affiliates, licensees, successors or assigns (direct or indirect) are not required to designate the Executive as an author of any use Invention which is subject to Section 8.a., when it is distributed, publicly or otherwise, or to secure my permission to change or otherwise alter its integrity. The Executive hereby waives and releases, to the extent permitted by the Company of any such Inventionslaw, all rights, title and interest, if any, rights in and to such Invention. You agree designation and any rights that the CompanyExecutive may have concerning modifications of such Inventions. d. The Executive understands that any rights, as waivers, releases and assignments herein granted and made by the owner Executive are freely assignable by the Company and are for the benefit of all Inventionsthe Company and its affiliates, licensees, successors and assigns. e. The Executive affirms that the Executive has not disclosed and will not disclose to anyone outside of the full Company and complete right to prepare and create derivative works based upon the Inventions and to its affiliates, or has used, or will use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known any Confidential Information or later developedmaterial received in confidence from third parties, such as customers, by the Company or any of its affiliates, other than as permitted by a written agreement between the Company and the third party. f. The Executive irrevocably appoints any Company-selected designee to act as his agent and attorney-in-fact to perform all acts necessary to obtain patents and/or copyrights as required by this Agreement if the Executive (i) refuses to perform those acts or (ii) is unavailable, within the meaning of the United States Patent and Copyright Laws. It is expressly intended by the Executive that the foregoing power of attorney is coupled with an interest. g. The Executive shall keep complete, accurate and authentic information and records on all Inventions in the manner and derivative works anywhere throughout form reasonably requested by the world Company. Such information and records, and all copies thereof, shall be the property of the Company as to any Inventions within the meaning of this Agreement. In addition, the Executive agrees to promptly surrender all such original and copies of such information and records at any time during or after your employment hereunder or otherwisethe request of the Company.

Inventions. You shall promptly disclose and provide Employee is hereby retained in a capacity such that Employee’s responsibilities may include the making of Inventions to the Company, as Employee is being hired, inter alia, to invent. Employee hereby transfers, assigns, and conveys to Company any original works and all rights he presently has or may acquire in any and all Inventions conceived, made, developed, or first reduced to practice or learned by him and/or others during the term of authorshiphis employment with either STI or the Company which relate to the Restricted Products and Services (as hereinafter defined). This assignment shall include: (i) the right to file and prosecute patent applications on such Inventions in any and all countries, designs(ii) the patent applications filed and patents issuing thereon, formulasand (iii) the right to obtain copyright, processestrademark or trade name protection for any related work product. Employee shall promptly and fully disclose all such Inventions to the Company conceived, improvementsmade, compositions of matterdeveloped, computer software programsor first reduced to practice or learned, data, information or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely either alone or jointly with others, during the period term of your employmenthis employment with either STI or the Company and assist the Company in obtaining and protecting the rights therein (including patents thereon) in any and all countries (at the Company’s sole cost and expense); provided, or as a result however, that said Inventions will be the sole property of such employment (collectivelythe Company, “Inventions”), and whether or not any such Inventions also may be included within “Confidential Information” patented or “Trade Secret Information” (as defined under this Agreement)registered for copyright, trademark or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the exclusive owner of all rights, title and interest in and to the Inventions and, specifically, that any copyrightable works prepared by you within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, or in the event that you should, by operation of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest and assign to the Company, without any further consideration and regardless of any use by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that the Companyname protection, as the owner case may be, and which relate, directly or indirectly, to his work for either STI or the Company. Such disclosure shall be made promptly after each Invention is conceived, made, developed, or first reduced to practice or learned, whichever is earliest in time. “Invention(s)” means any and all discoveries, developments, concepts, designs, ideas, improvements, inventions and/or works of all Inventionsauthorship (including, has the full but not limited to interim work product, modifications, and complete right to prepare and create derivative works based upon the Inventions and to works), whether or not patentable, copyrightable, or otherwise legally protectable. This includes, but is not limited to, any new product, method, procedure, process, formulation, algorithm, computer program, software, technique, use, reproduceequipment, publishdevice, printapparatus, copysystem, marketcompound, advertisecomposition of matter, distributedesign or configuration of any kind, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at and/or any time during or after your employment hereunder or otherwiseimprovement(s) thereon.

Inventions. You Subject, to the extent applicable, to the Uniform Provisions: (a) DISA shall cause Consultant to promptly disclose and provide to the Company, or any original works of authorshippersons designated by it, designsall improvements, formulasinventions, formulae, processes, improvementstechniques, compositions of matter, computer software programs, know-how and data, information whether or databasesnot patentable, methodsmade or conceived or reduced to practice or learned by Consultant, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely either alone or jointly with others, during the period of your employmentConsultant’s retention to provide services to the Company hereunder which (i) are so made, conceived, reduced to practice, or as a learned in the course of providing services under this Agreement and related to or useful in the business of the Company, (ii) result from tasks assigned Consultant by the Company under this Agreement, (iii) are funded by the Company and such funding gives Company the right of such employment ownership, or (collectivelyiv) result from use of premises owned, leased or contracted for by the Company (all said improvements, inventions, formulae, processes, techniques, know-how and data shall be collectively hereinafter called “Inventions”). Such disclosure shall continue for one year after termination of this Agreement with respect to anything that would be an Invention if made, conceived, reduced to practice or learned during the term hereof. (b) DISA (i) agrees, itself and whether or not any on behalf of Consultant, that all Inventions (except for such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined the ownership of which is provided under this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and a Funded Research agreement) shall be the exclusive sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all rightspatents and other rights in connection therewith; (ii) agrees to cause Consultant to assign to the Company all right, title and interest Consultant may have or acquire in all such Inventions; and (iii) further agrees as to all Inventions to cause Consultant to assist the Company in every proper way (but at the Company’s expense) to obtain and from time to time enforce patents on the Inventions in any and all countries, and DISA shall cause Consultant to execute all documents for use in applying for and obtaining such patents thereon and enforcing same, as the Company may desire, together with any assignments thereof to the Company or persons designated by it. DISA’s obligation to cause Consultant to assist the Company in obtaining and enforcing patents for the Inventions andin any and all countries shall continue beyond the termination of this Agreement, specifically, that any copyrightable works prepared by you within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that but the Company shall be considered compensate the author and owner of Consultant at a reasonable rate commensurate with rates paid by others for comparable services after such copyrightable workstermination for time actually spent by Consultant at the Company’s request on such assistance. In the event that the Company is unable for any Invention is deemed not reason whatsoever to be a “work secure Consultant’s signature to any lawful and necessary document required to apply for hire”or execute any patent application with respect to Inventions (including renewals, extensions, continuations, divisions or continuations in part thereof), DISA shall cause Consultant to irrevocably designate and appoint the event that you shouldCompany and its duly authorized officers and agents, by operation as Consultant’s agents and attorneys-in-fact to act for and in Consultant’s behalf and instead of lawConsultant, be deemed to be entitled to retain execute and file any rights, title or interest in such application and to any Invention, you hereby irrevocably waive do all rights, title other lawfully permitted acts to further the prosecution and interest issuance of patents thereon with the same legal force and assign to the Company, without any further consideration and regardless of any use effect as if executed by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwiseConsultant.

Inventions. You shall promptly disclose (i) Consultant will make full and provide prompt disclosure to the CompanyCompany of all discoveries, any original works of authorshipideas, inventions, creations, designs, formulasinnovations, improvements, enhancements, processes, improvementsmethods, compositions of mattertechniques, developments, software, computer software programs, dataand works of authorship (whether or not patentable and whether or not copyrightable) which are made, information conceived, reduced to practice, created, written, designed or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or createdeveloped by Consultant, solely or jointly with others, others or under Consultant’s direction and whether during normal business hours or on the premises of the Company or otherwise (A) during the period Term if related to the business of your employment, the Company or as a result of such employment research and development conducted or planned to be conducted by the Company or (collectivelyB) after the Term if resulting or directly derived from Proprietary Information (collectively under clauses (A) and (B), “Inventions”), . Consultant agrees to assign and whether or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that hereby assigns to the Company is and shall be (or any person or entity designated by the exclusive owner Company) all of all rightsConsultant’s right, title and interest in and to all Inventions and any and all related patents, patent applications, copyrights created in the work(s) of authorship, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere, and appoints any officer of the Company as Consultant’s duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. This paragraph shall not apply to Inventions andwhich both (1) do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such Invention is created, specificallymade, conceived or reduced to practice, and (2) are made and conceived by Consultant not during normal working hours, not on the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. Consultant further acknowledges that any copyrightable works prepared each original work of authorship which is made by you Consultant (solely or jointly with others) within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions Agreement and that the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention which is deemed not to be protectable by copyright is a “work made for hire”,” as that term is defined in the United States Copyright Act. (ii) Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by Consultant or in which Consultant has an interest (“Prior Inventions”), (A) Consultant will inform the event that you shouldCompany, in writing before incorporating such Prior Inventions into any Invention, and (B) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by operation any third party into any Invention without the Company’s prior written permission. (iii) Upon the request of lawthe Company and at the Company’s expense, Consultant shall execute such further assignments, documents and other instruments as may be deemed necessary or desirable to be entitled fully and completely assign all Inventions to retain the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any rights, title or interest in and foreign country with respect to any Invention. Consultant also hereby waives all claims to moral rights in any Inventions. (iv) Consultant shall maintain adequate and current written records (in the form of notes, you hereby irrevocably waive all rightssketches, title drawings and interest and assign to as may be specified by the Company, without any further consideration and regardless ) to document the conception and/or first actual reduction to practice of any use by Invention. Such written records shall be available to and remain the sole property of the Company of any such Inventions, at all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwisetimes.”

Inventions. You shall promptly disclose and provide to the Company(i) All inventions, any original ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, formulasinnovations and improvements (whether or not patentable and whether or not copyrightable) which are made, processesconceived, improvementsreduced to practice, compositions of mattercreated, computer software programswritten, data, information designed or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or createdeveloped by the Consultant, solely or jointly with othersothers or under Consultant’s direction and whether during normal business hours or otherwise, (i) during the period Consultation Period if related to the business of your employment, the Company or (ii) after the Consultation Period if resulting or directly derived from Proprietary Information (as a result of such employment defined below) (collectivelycollectively under clauses (i) and (ii), “Inventions”), and whether or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the exclusive owner sole property of all rights, title the Company. The Consultant and interest in and the Consultant Representative hereby assign to the Company all Inventions andand any and all related patents, specificallycopyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant’s duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Consultant not during normal working hours, not on the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. The Consultant further acknowledges that any copyrightable works prepared each original work of authorship which is made by you the Consultant (solely or jointly with others) within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions Agreement and that the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention which is deemed not to be protectable by copyright is a “work made for hire”, or ,” as that term is defined in the event that you shouldUnited States Copyright Act. (ii) Upon the request of the Company and at the Company’s expense, by operation of lawthe Consultant, including the Consultant Representative, shall execute such further assignments, documents and other instruments as may be deemed necessary or desirable to be entitled fully and completely assign all Inventions to retain the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any rights, title or interest in and foreign country with respect to any Invention, you . The Consultant also hereby irrevocably waive waives all rights, title and interest and assign claims to moral rights in any Inventions. (iii) The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company, without any further consideration and regardless ) to document the conception and/or first actual reduction to practice of any use by Invention. Such written records shall be available to and remain the sole property of the Company of any such Inventions, at all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwisetimes.

Inventions. You shall promptly disclose and provide to the Company(a) All inventions, any original ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, formulasinnovations and improvements (whether or not patentable and whether or not copyrightable) which are made, processesconceived, improvementsreduced to practice, compositions of mattercreated, computer software programswritten, data, information designed or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or createdeveloped by the Consultant, solely or jointly with othersothers or under Consultant’s direction and whether during normal business hours or otherwise, (i) during the period Consultation Period if related to the business of your employment, the Company or (ii) after the Consultation Period if resulting or directly derived from Proprietary Information (as a result of such employment defined below) (collectivelycollectively under clauses (i) and (ii), “Inventions”), and whether or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the exclusive owner sole property of all rights, title the Company. The Consultant and interest in and the Consultant Representative hereby assign to the Company all Inventions andand any and all related patents, specificallycopyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant’s duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Consultant not during normal working hours, not on the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. The Consultant further acknowledges that any copyrightable works prepared each original work of authorship which is made by you the Consultant (solely or jointly with others) within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions Agreement and that the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention which is deemed not to be protectable by copyright is a “work made for hire”, or ,” as that term is defined in the event that you shouldUnited States Copyright Act. (b) Upon the request of the Company and at the Company’s expense, by operation of lawthe Consultant, including the Consultant Representative, shall execute such further assignments, documents and other instruments as may be deemed necessary or desirable to be entitled fully and completely assign all Inventions to retain the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any rights, title or interest in and foreign country with respect to any Invention, you . The Consultant also hereby irrevocably waive waives all rights, title and interest and assign claims to moral rights in any Inventions. (c) The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company, without any further consideration and regardless ) to document the conception and/or first actual reduction to practice of any use by Invention. Such written records shall be available to and remain the sole property of the Company of any such Inventions, at all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwisetimes.

Inventions. You shall promptly disclose and provide I hereby assign to the Company, any original works of authorship, designs, formulas, processes, improvements, compositions of matter, computer software programs, data, information Company or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely or jointly with others, during the period of your employment, or as a result of such employment (collectively, “Inventions”), and whether or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the exclusive owner of its designee all rights, title and interest in and to the Inventions and, specifically, that any copyrightable works prepared by you within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, or in the event that you should, by operation of law, be deemed to be entitled to retain any rights, title or interest I may have in and to any and all inventions, trade secrets, confidential and proprietary information, software programs, discoveries, conceptions, preparations and developments, whether or not eligible for or covered by patent, copyright, or trade secret protection, and whether or not such constitute works for hire or would otherwise belong to the Company by operation of law (all collectively hereinafter referred to as "Invention") that become known to, you hereby irrevocably waive all rightsor are discovered or developed by, title and interest and assign me, alone or jointly with others, or are suggested by or result from work assigned to me during the term of my employment with the Company, without any further consideration but only to the extent such Inventions are reasonably related to or result from the use of premises or personal property (tangigle or intangible) of the Company, the actual or anticipated research and regardless development, customers, products, services or other business activities of any use the Company and are not excluded herefrom by virtue of the Company's express written agreement or resolution of its Board of Directors after full disclosure by me to the Company of the Invention. I shall promptly disclose to the Company any such Inventions, Invention and shall communicate all rights, title and interest, if any, in and to such Inventioninformation relating thereto. You agree that I shall assist the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and Company at any time during or after your employment hereunder my employment, at the Company's expense, in the preparation, execution and delivery of disclosures, patent applications, and other papers, and shall do such other acts as are reasonably necessary to obtain, enforce or otherwisedefend patents or other rights to Inventions covered by the foregoing assignment, as may be necessary to vest title thereto in the Company, its assigns, successors, or legal representatives. I agree to cooperate with and assist the Company, at the Company's expense, with respect to any suits or legal proceedings relating to the rights of the Company in such Inventions at any time during or after my employment. In the event the Company, after reasonable effort, is unable to secure my signature on any letters patent, copyright or other analogous protection or applications therefor, relating to any Invention, I hereby irrevocably designate and appoint the Company and 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 application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or other analagous protection thereon with the same legal force and effect as if executed by me.

Inventions. You shall promptly disclose and provide to the Company(a) All inventions, any original creations, discoveries, data, developments, technology, designs, innovations, improvements, ideas, concepts, designs, processes, formulations, products, works of authorship, designs, formulas, processes, improvements, compositions of matter, computer software programs, data, information or databases, methodstrade secrets, procedures know-how, information, documentation, reports, research, creations and other products (whether or other inventionsnot patentable and whether or not copyrightable) which are made, developments conceived, reduced to practice, created, written, designed or improvements of any kind that you conceive, originate, develop, improve, modify and/or createdeveloped by the Consultant, solely or jointly with othersothers or under his direction and whether during normal business hours or otherwise, (i) during the period Consultation Period if made, conceived, reduced to practice, created, written, designed or developed in the course of your employment, Consultant’s performance of duties pursuant to this Agreement or as a result of such employment (collectivelyii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (collectively under clauses (i) and (ii), “Inventions”), and whether or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the exclusive owner sole property of the Company. For purposes of the copyright laws of the United States, Inventions will constitute “works made for hire,” except to the extent such Work Product cannot by law be “works made for hire”. The Consultant represents and warrants that the Consultant has and will have the right to transfer and assign to the Company ownership of all rightsInventions. The Consultant hereby assigns and transfers and, title and interest in and to the Inventions andextent any such assignment cannot be made at present, specificallywill assign and transfer, that any copyrightable works prepared by you within to the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Company all Inventions and that any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as his duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. (b) Upon the request of the Company and at the Company’s expense, the Consultant shall execute such further assignments, documents and other instruments as may be considered necessary or desirable to (i) fully and completely assign all Inventions to the author Company, (ii) confirm the Company’s rights as outlined in this Section 6.2 and owner of such copyrightable works(iii) assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. In the event that the Consultant should fail or refuse to execute such documents within a reasonable time, the Consultant appoints the Company as attorney to execute and deliver any Invention is deemed not such documents on the Consultant’s behalf. The Consultant also hereby waives all claims to be a “work for hire”, or moral rights in any Inventions. (c) The Consultant shall promptly disclose to the Company all Inventions and shall maintain adequate and current written records (in the event that you shouldform of notes, sketches, drawings and as may be specified by operation the Company) to document the conception and/or first actual reduction to practice of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you hereby irrevocably waive all rights, title . Such written records shall be available to and interest and assign to remain the Company, without any further consideration and regardless sole property of any use by the Company of any such Inventions, at all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwisetimes.

Inventions. You shall promptly disclose and provide to the Company1. All inventions, any original ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, formulasinnovations and improvements (whether or not patentable and whether or not copyrightable) which are made, processesconceived, improvementsreduced to practice, compositions of mattercreated, computer software programswritten, data, information designed or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or createdeveloped by the Influencer, solely or jointly with othersothers or under Influencer's direction and whether during normal business hours or otherwise, (i) during the period Consultation Period if related to the business of your employment, the Client or as a result of such employment (collectively, “Inventions”), and whether ii) after the Consultation Period if resulting or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” directly derived from Proprietary Information (as defined below) (collectively under this Agreementclauses (i) and (ii), or are patentable"Inventions"), copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the exclusive owner sole property of all rights, title and interest in and the Client. The Influencer hereby assigns to the Client all Inventions andand any and all related patents, specificallycopyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefore, in the United States and elsewhere and appoints any officer of the Client as Influencer's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Client at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Influencer not during normal working hours, not on the Client’s premises and not using the Client’s tools, devices, equipment or Proprietary Information. The Influencer further acknowledges that any copyrightable works prepared each original work of authorship which is made by you the Influencer (solely or jointly with others) within the scope of your employment are “works the Agreement and which is protectable by copyright is a "work made for hire” under ," as that term is defined in the United States Copyright Act. 2. Upon the request of the Client and at the Client’s expense, that the Influencer shall execute such “works for hire” are further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Client and that to assist the Company shall be considered the author Client in applying for, obtaining and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, enforcing patents or copyrights or other rights in the event that you should, by operation of law, be deemed to be entitled to retain United States and in any rights, title or interest in and foreign country with respect to any Invention, you . The Influencer also hereby irrevocably waive waives all rights, title and interest and assign claims to moral rights in any Inventions. 3. The Influencer shall promptly disclose to the CompanyClient all Inventions and will maintain adequate and current written records (in the form of notes, without any further consideration sketches, drawings and regardless as may be specified by the Client) to document the conception and/or first actual reduction to practice of any use by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that Such written records shall be available to and remain the Companysole property of the Client at all times. 4. Notwithstanding the foregoing in this Section 6(b), as the owner ownership and use of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and that are assigned to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwise.Client in Section 6(b)(i) (the "Assigned Inventions") shall be limited as set forth in Exhibit B.

Inventions. You shall promptly disclose and provide to the Company1. All inventions, any original ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, formulasinnovations and improvements (whether or not patentable and whether or not copyrightable) which are made, processesconceived, improvementsreduced to practice, compositions of mattercreated, computer software programswritten, data, information designed or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or createdeveloped by the Аrtist Manager, solely or jointly with othersothers or under Аrtist Manager's direction and whether during normal business hours or otherwise, (i) during the period Consultation Period if related to the business of your employment, the Client or as a result of such employment (collectively, “Inventions”), and whether ii) after the Consultation Period if resulting or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” directly derived from Proprietary Information (as defined below) (collectively under this Agreementclauses (i) and (ii), or are patentable"Inventions"), copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the exclusive owner sole property of all rights, title and interest in and the Client. The Аrtist Manager hereby assigns to the Client all Inventions andand any and all related patents, specificallycopyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefore, in the United States and elsewhere and appoints any officer of the Client as Xxxxxx Manager's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Client at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Аrtist Manager not during normal working hours, not on the Client’s premises and not using the Client’s tools, devices, equipment or Proprietary Information. The Аrtist Manager further acknowledges that any copyrightable works prepared each original work of authorship which is made by you the Аrtist Manager (solely or jointly with others) within the scope of your employment are “works the Agreement and which is protectable by copyright is a "work made for hire” under ," as that term is defined in the United States Copyright Act. 2. Upon the request of the Client and at the Client’s expense, that the Аrtist Manager shall execute such “works for hire” are further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Client and that to assist the Company shall be considered the author Client in applying for, obtaining and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, enforcing patents or copyrights or other rights in the event that you should, by operation of law, be deemed to be entitled to retain United States and in any rights, title or interest in and foreign country with respect to any Invention, you . The Аrtist Manager also hereby irrevocably waive waives all rights, title and interest and assign claims to moral rights in any Inventions. 3. The Аrtist Manager shall promptly disclose to the CompanyClient all Inventions and will maintain adequate and current written records (in the form of notes, without any further consideration sketches, drawings and regardless as may be specified by the Client) to document the conception and/or first actual reduction to practice of any use by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that Such written records shall be available to and remain the Companysole property of the Client at all times. 4. Notwithstanding the foregoing in this Section 6(b), as the owner ownership and use of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and that are assigned to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwise.Client in Section 6(b)(i) (the "Assigned Inventions") shall be limited as set forth in Exhibit B.

Inventions. You The Employee agrees that if, during her employment by the Company, the Employee made, conceived, discovered or reduced to practice (either alone or with others) or shall make, conceive, discover or reduce to practice any invention, modification, discovery, 2 80 design, development, improvement, process, formula, data, technique, know-how, secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called "Inventions") that relates to any of the products or services being developed, manufactured or sold by the Company or its Affiliates or which may conveniently be used in relation therewith or which may be used in place of any such product or service, or results from tasks assigned to the Employee by the Company (or a Person designated by the Company in writing) or results, in whole or in part, from the use of property or premises owned, leased or contracted for by the Company, such Inventions and the benefits thereof shall immediately become the sole and absolute property of the Company and its assigns, and the Employee shall promptly disclose to the Company (or any Persons designated by it) each such Invention. The Employee hereby agrees to assign, and provide hereby assigns to the Company, any original works of authorshiprights the Employee may have or acquire in the Inventions and benefits and/or rights resulting therefrom to the Company and its assigns without compensation and agrees to communicate, designs, formulas, processes, improvements, compositions of matter, computer software programs, data, information without cost or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely or jointly with others, during the period of your employment, or as a result of such employment (collectively, “Inventions”)delay, and whether or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” without publishing the same, all available information relating thereto (as defined under this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge with all necessary plans and agree that the Company is and shall be the exclusive owner of all rights, title and interest in and to the Inventions and, specifically, that any copyrightable works prepared by you within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, or in the event that you should, by operation of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest and assign models) to the Company, without it being understood that any further consideration prospective assignment of Inventions shall be to the fullest extent permissible by law only. During the term hereof and regardless at any time thereafter, the Employee shall, at the request and cost of any use by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that the Company, sign, execute, make and do all such deeds, documents, acts and things as the owner Company and its duly authorized agents may reasonable require: (a) to apply for, obtain and vest in the name of all Inventionsthe Company alone (unless the Company otherwise directs) letters patent, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known copyrights or later developed, such Inventions and derivative works anywhere other analogous protection in any country throughout the world and at when so obtained or vested to renew or restore the same; and (b) to defend any time during opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection. The Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee's agent and attorney-in-fact, to act for and in the Employee's behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution thereon with the same legal force and effect as if executed by the Employee in the event the Company is unable, after your employment hereunder reasonable effort, to secure the Employee's signature on any letters patent, copyright or otherwiseother analogous protection relating to an Invention, whether because of the Employee's physical or mental incapacity or for any other reason whatsoever.

Inventions. You shall promptly disclose 8.1 Any and provide to the Companyall ideas, any original works of authorshipinventions, designsdiscoveries, formulaspatents, processespatent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, compositions of matter, computer software programs, data, information or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely or jointly with others, during trade secrets and the period of your employment, or as a result of such employment like (collectively, “Inventions”), and which are developed, conceived, created, discovered, learned, produced and/or otherwise generated by Executive, whether individually or otherwise, during the time that Executive is employed by Company, whether or not any such Inventions also may be included within “Confidential Information” during working hours, that relate to (i) current and anticipated businesses and/or activities of Company, (ii) the current and anticipated research or “Trade Secret Information” (as defined under this Agreement)development of Company, or are patentable(iii) any work performed by Executive for Company, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the sole and exclusive owner property of Company, and Company shall own any and all rightsright, title and interest to such Inventions. Executive assigns, and agrees to assign to Company whenever so requested by Company, any and all right, title and interest in and to the Inventions andany such Invention, specificallyat Company’s expense, and Executive agrees to execute any and all applications, assignments or other instruments which Company deems reasonably necessary to protect such interests; provided, however, that Executive need not assign Inventions that Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or trade secret information except for those Inventions that either: (a) Related at the time of conception or reduction to practice of the Invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or (b) Result from any copyrightable works prepared work performed by you within the scope of your employment are “works Executive for hire” under the Copyright Act, that such “works for hire” are Company. All Inventions and that must be disclosed to the Company shall to permit the Company to determine whether such Inventions do in fact qualify fully for exclusion from assignment to the Company as provided for above. Information regarding Inventions that qualify fully for exclusion from assignment to the Company as provided for above will be considered received in confidence by the author and owner Company. 8.2 Executive acknowledges that as part of such his work for Company he may be asked to create, or contribute to the creation of, computer programs, documentation or other copyrightable works. In the event Executive hereby agrees that any Invention and all computer programs, documentation and other copyrightable materials that he has prepared or worked on for Company, or is deemed not asked to prepare or work on by Company, shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of Company according to the copyright laws of the United States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. Company shall have the exclusive right to register the copyrights in all such works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. §§106 and 106A, including, but not limited to, the right to make all uses of the works in which attribution or integrity rights may be implicated. Without in any way limiting the event that you shouldforegoing, by operation of to the extent the works are not treated as works made for hire under any applicable law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you Executive hereby irrevocably waive assigns, transfers and conveys to Company and its successors and assigns any and all rightsright, title and interest and assign that Executive may now or in the future have in or to the Companycopyrightable works, without any further consideration including, but not limited to, all ownership, U.S. and regardless foreign copyrights, all treaty, convention, statutory and common law rights under the law of any use by U.S. or foreign jurisdiction, the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare xxx for past, present and create derivative works based upon the Inventions future infringement and moral, attribution and integrity rights. Executive hereby expressly and forever irrevocably waives any and all rights he has arising under 17 U.S.C. §106A, rights that may arise under any federal, state or foreign law that conveys rights that are similar in nature to usethose conveyed under 17 U.S.C. §106, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known any other type of moral right or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwisedroit moral.

Inventions. You shall promptly disclose and provide to the Company(a) All inventions, any original works of authorshipcreations, designs, formulas, processes, improvements, compositions of matterdiscoveries, computer software programs, data, information developments, technology, designs, innovations and improvements (whether or databasesnot patentable and whether or not copyrightable) which are made, methodsconceived, procedures reduced to practice, created, written, designed or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or createdeveloped by the Consultant, solely or jointly with othersothers or under his direction and whether during normal business hours or otherwise, (i) during the period term of your employmentthe Employment Agreement or this Agreement or during the Employment Period (as defined in the Employment Agreement) or the Consulting Period if made, conceived, reduced to practice, created, written, designed or as a result developed in the course of such employment Consultant’s performance of duties pursuant to the Employment Agreement or this Agreement or (collectivelyii) during the term of the Employment Agreement or this Agreement or during the Employment Period or Consulting Period or after the Consulting Period if resulting or directly derived from Proprietary Information (collectively under clauses (i) and (ii), “Inventions”), and whether or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the exclusive owner sole property of the Company. The Consultant hereby assigns to the Company all rightsInventions and any and all related patents, title copyrights, trademarks, trade names, and interest other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as his duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Consultant not during normal working hours, not on the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. (b) Upon the request of the Company and at the Company’s expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to the Inventions and, specifically, that any copyrightable works prepared by you within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that assist the Company shall be considered the author in applying for, obtaining and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, enforcing patents or copyrights or other rights in the event that you should, by operation of law, be deemed to be entitled to retain United States and in any rights, title or interest in and foreign country with respect to any Invention, you . The Consultant also hereby irrevocably waive waives all rights, title and interest and assign claims to moral rights in any Inventions. (c) The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company, without any further consideration and regardless ) to document the conception and/or first actual reduction to practice of any use by Invention. Such written records shall be available to and remain the sole property of the Company of any such Inventions, at all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwisetimes.

Inventions. You (a) If at any time the Advisor (either alone or with others) should make, conceive, discover or reduce to practice any invention, modification, discovery, design, development, improvement, process, software program, work-of-authorship, documentation, formula, data, technique, know-how, secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called “Developments”) that: (a) relates to the business activities of the Company (or any of its subsidiaries) or any of the products or services being developed, manufactured, sold or provided by the Company or which may be used in relation therewith; or (b) results from the Services, such Developments and the benefits thereof shall immediately become and/or be considered as the sole and absolute property of the Company and its assigns as a work for hire, and the Advisor shall promptly disclose to the Company (or any persons designated by it) each such Development and provide hereby irrevocable assigns any rights the Advisor may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without publishing the same, all available information relating thereto (with all necessary documentation, plans and models) to the Company. Upon disclosure of each Development to the Company, the Advisor will at any original works time, at the request and cost of authorship, designs, formulas, processes, improvements, compositions of matter, computer software programs, data, information or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely or jointly with others, during the period of your employment, or as a result of such employment (collectively, “Inventions”), and whether or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the exclusive owner of all rights, title and interest in and to the Inventions and, specifically, that any copyrightable works prepared by you within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, or in the event that you should, by operation of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest and assign to the Company, without any further consideration sign, execute, make and regardless of any use by do all such deeds, documents, acts and things as the Company and its duly authorized agents may reasonably require: (i) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights, trademarks, service marks or other analogous protection in any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere country throughout the world and at when so obtained or vested to renew and restore the same; and (ii) to defend any time during opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyrights, trademarks, service marks or other analogous protection. (b) In the event the Company is unable, after your employment hereunder reasonable effort, to secure the Advisor’s signature on any letters patent, copyrights, trademarks, service marks or otherwiseother analogous protection relating to a Development, whether because of the Advisor’s physical or mental incapacity or for any other reason whatsoever, the Advisor hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Advisor’s agent and attorney-in-fact, to act for and on his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of any such letters patent, copyrights, trademarks, service marks and other analogous protection thereon with the same legal force and effect as if executed by the Advisor.

Inventions. You shall promptly disclose and provide to the CompanyCompany any invention, any original works of authorshipimprovement, designsdiscovery, formulasprocess, processesformula, improvements, compositions of matter, computer software programs, data, information or databases, methods, procedures method or other inventionsintellectual property, developments whether or improvements of any kind that you conceivenot patentable or copyrightable (collectively, originate"Inventions"), developconceived or first reduced to practice by you, improve, modify and/or create, solely either alone or jointly with others, during while performing services hereunder (or, if based on any Confidential Information, at any time after the period of your employment, or as a result of such employment (collectively, “Inventions”Term), and (a) which pertain to any line of business activity of the Company, whether then conducted or then being actively planned by the Company, with which you were or are involved, (b) which is developed using time, material or facilities of the Company, whether or not any such Inventions also may be included within “Confidential Information” during working hours or “Trade Secret Information” (as defined under this Agreement)on the Company premises, or are patentable(c) which directly relates to any of your work during the Term, copyrightable whether or protectable as trade secretsnot during normal working hours. You acknowledge and agree that hereby assign to the Company is and shall be the exclusive owner all of all rightsyour right, title and interest in and to any such Inventions. During and after the Term, you shall execute any documents necessary to perfect the assignment of such Inventions andto the Company and to enable the Company to apply for, specificallyobtain and enforce patents, trademarks and copyrights in any and all countries on such Inventions, including, without limitation, the execution of any instruments and the giving of evidence and testimony, without further compensation beyond your agreed compensation during the Term. Without limiting the foregoing, you further acknowledge that any copyrightable all original works prepared of authorship by you you, whether created alone or jointly with others, related to your services to the Company and which are protectable by copyright, are "works made for hire" within the scope meaning of your employment are “works for hire” under the United States Copyright Act, that such “works for hire” are Inventions 17 U.S.C. xx.xx. 101, as amended, and that the Company copyright of which shall be considered owned solely, completely and exclusively by the author and owner of such copyrightable worksCompany. In the event that If any Invention is deemed not considered to be a “work for hire”, or not included in the event that you shouldcategories of work covered by the United States Copyright Act, by operation of law17 U.S.C. xx.xx. 101, be deemed as amended, such work is hereby assigned or transferred completely and exclusively to be entitled the Company. You hereby irrevocably designate counsel to retain any rights, title or interest in the Company as your agent and attorney-in-fact to do all lawful acts necessary to apply for and obtain patents and copyrights and to enforce the Company's rights under this Section. This Section 8 shall survive the expiration of the Term. Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any Inventionother rights that may be known as or referred to as "moral rights" (collectively "Moral Rights"). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, you hereby irrevocably waive all rights, title such Moral Rights and interest and assign consents to the Company, without any further consideration and regardless action of any use by the Company that would violate such Moral Rights in the absence of any such Inventions, all rights, title and interest, if any, in and to such Inventionconsent. You agree that to confirm any such waivers and consents from time to time as requested by the Company. Xxxxxxxx.xxx, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwise.Inc 000 Xxxxxx Xxxxxx Xxx Xxxx Xxx Xxxx 00000

Inventions. You 8.1 Executive understands and agrees that all Inventions are the exclusive property of Univar. As used in this Agreement, “Inventions” shall promptly disclose and provide to the Companyinclude without limitation ideas, any discoveries, developments, concepts, inventions, original works of authorship, trademarks, mask works, trade secrets, ideas, data, information, know-how, documentation, formulae, results, prototypes, designs, formulasmethods, processes, improvementsproducts, compositions formulas and techniques, improvements to any of matterthe foregoing, computer software programsand all other matters ordinarily intended by the words “intellectual property,” whether or not patentable, datacopyrightable, information or databasesotherwise able to be registered, methodswhich are developed, procedures created, conceived of or other inventionsreduced to practice by Executive, developments alone or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely or jointly with others, during the period of your employmentExecutive’s employment with Univar or Affiliates, or as a result of such employment (collectively, “Inventions”), and whether or not during working hours or within three (3) months thereafter and related to Univar’s then existing or proposed business. In recognition of Univar’s ownership of all Inventions, Executive shall make prompt and full disclosure to Univar of, will hold in trust for the sole benefit of Univar, and hereby assigns, and agrees to assign in the future, exclusively to Univar all of Executive’s right, title, and interest in and to any and all such Inventions. 8.2 To the extent any works of authorship created by Executive made within the scope of employment may be considered “works made for hire” under United States copyright laws, they are hereby agreed to be works made for hire. To the extent any such Inventions also may be included within works do not qualify as a “Confidential Informationwork made for hire” or “Trade Secret Information” (as defined under this Agreement)applicable law, or are patentableand to the extent they include material subject to copyright, copyrightable or protectable as trade secrets. You acknowledge Executive hereby irrevocably and agree that the Company is exclusively assigns and shall be the exclusive owner of conveys all rights, title and interest interests in such works to Univar subject to no liens, claims or reserved rights. Executive hereby waives any and all “moral rights” that may be applicable to any of the foregoing, for any and all uses, alterations, and exploitation thereof by Univar, or its Affiliates, or their successors, assignees or licensees. To the extent that any such “moral rights” may not be waived in accordance with law, Executive agrees not to bring any claims, actions or litigation against Univar, its Affiliates, or their successors, assignees or licensees, based on or to enforce such rights. Without limiting the preceding, Executive agrees that Univar may in its discretion edit, modify, recast, use, and promote any such works of authorship, and derivatives thereof, with or without the use of Executive’s name or image, without compensation to Executive other than that expressly set forth herein. 8.3 Executive hereby waives and quitclaims to Univar any and all claims of any nature whatsoever that Executive now or hereafter may have for infringement of any patent or patents from any patent applications for any Inventions. Executive agrees to cooperate fully with Univar and take all other such acts requested by Univar (including signing applications for patents, assignments, and other papers, and such things as Univar may require) to enable Univar to establish and protect its ownership in any Inventions and to carry out the intent and purpose of this Agreement, during Executive’s employment or thereafter. If Executive fails to execute such documents by reason of death, mental or physical incapacity or any other reason, Executive hereby irrevocably appoints Univar and its officers and agents as Executive’s agent and attorney-in-fact to execute such documents on Executive’s behalf. 8.4 Executive agrees that there are no Inventions andmade by Executive prior to Executive’s employment with Univar and belonging to Executive that Executive wishes to have excluded from this Section 8 (the “Excluded Inventions”). If during Executive’s employment with Univar, specifically, that any copyrightable works prepared by you within Executive uses in the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”specifications or development of, or otherwise incorporates into a product, process, service, technology, or machine of Univar or its Affiliates, or otherwise uses any invention, proprietary know-how, or other intellectual property in existence before the event that you shouldEffective Date owned by Executive or in which Executive has any interest (“Existing Know-How”), by operation of law, be deemed to be entitled to retain any rights, title Univar or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest and assign to the Company, without any further consideration and regardless of any use by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that the Companyits Affiliates, as the owner of all Inventionscase may be, has is hereby granted and shall have a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide right and license under the full and complete right Existing Know-How (including any patent or other intellectual property rights therein) to prepare and create derivative works based upon the Inventions and to make, have made, use, sell, reproduce, publish, print, copy, market, advertise, distribute, transfer, sellmake derivative works from, publicly perform and publicly display display, and otherwise exploit import, and to sublicense any and all of the foregoing rights to that Existing Know-How (including the right to grant further sublicenses) without restriction as to the extent of Executive’s ownership or interest, for so long as such Existing Know-How is in existence and is licensable by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwiseExecutive.

Inventions. You shall promptly disclose and provide Each Invention (as defined below) made, conceived or first actually reduced to the Companypractice by Xxxxxx, any original works of authorship, designs, formulas, processes, improvements, compositions of matter, computer software programs, data, information or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely whether alone or jointly with others, during the period Employment Term, shall be promptly disclosed in writing to the Board. Such report shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of your employmentwhich the invention pertains, a clear understanding of the nature, purpose, operations, and, to the extent known, the physical, chemical, biological or other characteristics of the Invention. As used in this Agreement, “Invention” means any invention, discovery or innovation with regard to any facet of Xxxxxxx’s business whether or not patentable, made, conceived, or first actually reduced to practice by Xxxxxx, alone or jointly with others, in the course of, in connection with, or as a result of such employment (collectivelyservice as an employee of Griffon, “Inventions”)including any art, and whether method, process, machine, manufacture, design or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under this Agreement)composition of matter, or are patentableany improvement thereof. Each Invention, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and herein defined, shall be the sole and exclusive owner property of all rightsGriffon. Xxxxxx agrees to execute an assignment to Griffon or its nominee of Xxxxxx’x entire right, title and interest in and to any Invention, without compensation beyond that provided in this Agreement. Xxxxxx further agrees, upon the Inventions and, specificallyrequest of Xxxxxxx and at its expense, that Xxxxxx will execute any copyrightable works prepared by you within the scope of your employment are “works other instrument and document necessary or desirable in applying for hire” under the Copyright Act, that such “works for hire” are Inventions and that the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, or obtaining patents in the event that you should, by operation of law, be deemed to be entitled to retain United States and in any rights, title or interest in and foreign country with respect to any Invention. Xxxxxx further agrees, you hereby irrevocably waive all rights, title and interest and assign to the Companyextent it does not substantially interfere with any subsequent employment or business activities, without any further consideration whether or not Xxxxxx is then an employee of Xxxxxxx, to reasonably cooperate to the extent and regardless in the manner reasonably requested by Xxxxxxx in the prosecution or defense of any use claim involving a patent covering any Invention or any litigation or other claim or proceeding involving any Invention covered by the Company of any such Inventionsthis Agreement, but all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit expenses thereof shall be paid by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwiseXxxxxxx.

Inventions. You shall promptly disclose and provide to the Company(i) All inventions, any original works of authorshipideas, designs, formulas, processes, improvements, compositions of matterdiscoveries, computer software programs, data, information technology, designs, innovations, processes, know-how, concepts, prototypes, samples, models, technical information, drawings, specifications, improvements and the like (whether or databasesnot patentable and whether or not copyrightable) (“Inventions”) which are made, methodsconceived, procedures invented, reduced to practice, created, written, designed or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or createdeveloped by Consultant, solely or jointly with othersothers and whether during normal business hours or otherwise, (A) during the period Consultancy Period if related to the business of your employment, the Company or as a result of such employment (collectively, “Inventions”), and whether B) after the Consultancy Period if resulting from or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” directly derived from Proprietary Information (as defined under this Agreementbelow), or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the sole and exclusive owner property of the Company. Consultant agrees to assign, and hereby irrevocably assigns, sells, transfers and sets over to the Company and its successors and assigns all rightsof Consultant’s world-wide right, title and interest in and to the Inventions andand the Invention Records (as defined below) and any and all related patents, specificallycopyrights, that any copyrightable works prepared by you within trademarks, trade names, trade secrets and other industrial and intellectual property rights and applications therefor, together with the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are rights to all income derived from said Inventions and that Invention Records, including the right to xxx in the name of Company shall be considered for past or future infringement thereof and to recover all damages therefrom. To the author extent any of Consultant’s rights in the Inventions or Invention Records are not capable of assignment under applicable law or otherwise, Consultant hereby irrevocably and owner unconditionally waives all enforcement of such copyrightable worksrights to the maximum extent permitted under applicable law. In To the event that any Invention extent such waiver is deemed not to be a “work for hire”, or in the event that you should, by operation of unenforceable under applicable law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you Consultant hereby irrevocably waive all rights, title and interest and assign grants to the Company, without any further consideration an exclusive, perpetual, irrevocable, transferable, assignable, fully paid-up and regardless of any use by the Company of any such Inventionsroyalty-free license to copy, all rightsmodify, title and interestperform, if anydisplay, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions on, make, have made, sell and to usehave sold, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developeduse in any manner, such Inventions and derivative works anywhere throughout Invention Records, including the world right to sub-license to any third party. (ii) Consultant hereby appoints any officer of the Company as Consultant’s duly authorized attorney to execute, file, prosecute and protect the Inventions and Invention Records before any domestic or foreign government agency, court or authority. Upon the request of the Company and at the Company’s expense, Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions and Invention Records to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any time during foreign country with respect to any Invention or after your employment hereunder Invention Record. Consultant also hereby waives all claims to moral rights in any Inventions and Invention Records. (iii) Consultant shall promptly disclose to the Company all Inventions and will maintain complete, adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention (collectively, “Invention Records”). Such written Invention Records shall be available to and remain the sole and exclusive property of the Company at all times. Consultant shall ensure that any and all Invention Records arising out of or otherwisein any way related to the Company, the Services or the Inventions shall not be comingled with the written records pertaining to any other project on which Consultant may be working. (iv) Consultant shall not include any third party or pre-existing intellectual property of Consultant created outside the scope of or prior to this Agreement (collectively, “Other Inventions”) in the Inventions without the prior written consent of Company. To the extent that Company grants such consent to include Other Inventions, Consultant hereby grants to the Company a perpetual, worldwide, royalty-free, irrevocable, transferable, sublicensable, assignable, license to use, copy, distribute, perform, display, maintain, modify, make, have made, sell and have sold such Other Inventions.

Inventions. You shall promptly disclose Any and provide to the Companyall inventions, any original products, discoveries, improvements, copyrightable or patentable works of authorshipor products, trademarks, service marks, ideas, processes, formulae, methods, designs, formulastechniques and trade secrets (collectively hereinafter referred to as "INVENTIONS") made, processesdeveloped, improvements, compositions of matter, computer software programs, data, information conceived or databases, methods, procedures resulting from work performed by Executive (alone or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely or jointly in conjunction with others, during the period regular hours of your employmentwork or otherwise) while he is employed by Company and which may be directly or indirectly useful in, or as a result related to, the business of such employment Company (collectivelyincluding, “Inventions”)without limitation, research and whether or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under this Agreementdevelopment activities of Company), or which are patentablemade using any equipment, copyrightable facilities, Confidential Information, materials, labor, money, time or protectable as trade secrets. You acknowledge and agree that other resources of Company, shall be promptly disclosed by Executive to the Company is person or persons designated by the Board, shall be deemed Confidential Information for purposes of this Agreement, and shall be Company's exclusive property. Executive shall, upon Company's reasonable request during or after the Employment Period, execute any documents and perform all such acts and things which are necessary or advisable in the opinion of Company to cause issuance of patents to, or otherwise obtain recorded protection of right to intellectual property for, Company with respect to Inventions that are to be Company's exclusive owner of all rightsproperty under this Section 10, or to transfer to and vest in Company full and exclusive right, title and interest in and to the Inventions andsuch Inventions; provided, specificallyhowever, that the expense of securing any copyrightable works prepared by you within the scope such protection of your employment are “works for hire” under the Copyright Act, that such “works for hire” are right to Inventions and that the Company shall be considered the author and owner of such copyrightable worksborne by Company. In the event that any Invention is deemed not to be a “work for hire”addition, or in the event that you should, by operation of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest and assign to the Company, without any further consideration and regardless of any use by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment the Employment Period, Executive shall, at Company's expense, reasonably assist the Company in any reasonable and Initials: ________ Initials: ________ proper manner in enforcing any Inventions which are to be or become Company's exclusive property hereunder against infringement by others. Executive shall keep confidential and will hold for Company's sole use and benefit any Invention that is to be Company's exclusive property under this Section 10 for which full recorded protection of right has not been or otherwisecannot be obtained.

Inventions. You shall promptly disclose (a) Notwithstanding any originality, effort and provide to skill originating from the CompanyEmployee, any original works of authorshipand all Inventions that are authored, designsconceived of, formulassuggested, processesinvented, improvementsmade, compositions of matter, computer software programs, data, information discovered or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely or jointly with others, during created by the period of your employmentEmployee during, or as a result of, his or her employment with the Company, whether or not (i) on the Company’s premises or (ii) during working hours or (iii) pursuant to such Employee’s duties or within such Employee’s scope of such employment work or (collectivelyiv) pursuant to a request from, “Inventions”or directions of, the Company or any of its affiliates or (v) alone or together with any third party(ies), and whether or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the sole and exclusive owner property of the Company or, if required by the Company, any of the Company’s affiliates. The Employee further acknowledges and agrees that such Inventions are “works made for hire” for purpose of the Company’s rights under applicable law. The Employee hereby perpetually, automatically, irrevocably and unconditionally assigns to the Company or the relevant affiliate, or any person nominated by the Company, without further consideration, any and all rights, title and interest that the Employee may have or acquired in such Inventions. To the Old Xx-00, Xxx Xx-00, 0xx Xxxxx, Xxxxxxxxx Exotica, Venkatanarayana road, T.nagar, Chennai - 600017 extent that such rights are maintainable under any applicable law, the Employee hereby waives such rights and if such waiver is deemed unenforceable, the Employee hereby grants the Company or any person nominated by it, the exclusive, perpetual, fully paid-up, irrevocable, world-wide and royalty free right to use, market and modify any Invention without identifying the Employee or seeking his prior consent. (b) The Employee shall promptly and without any charge to the Inventions andCompany execute or cause to be executed all such documents, specificallyincluding any applications, that any copyrightable works prepared by you within the scope of your employment are “works for hire” under the Copyright Actassignment deeds or other instruments, that such “works for hire” are Inventions and that as the Company shall be considered considers necessary, appropriate or desirable to (i) perfect title to, evidence the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”ownership of, or in the event that you should, by operation vesting of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest in, any Inventions, by or in favor of the Company or any of its affiliates or any person nominated by it; or (ii) apply for protection of the intellectual property, including any copyright, patent or trademark, in such Inventions in any country and assign to ensure the continued protection of the intellectual property in such Inventions; or (iii) assist the Company and/or the relevant affiliate or any person nominated by it, with any legal proceedings or dispute relating to the Company, without any further consideration and regardless enforcement of any use intellectual property right in the Inventions or otherwise in connection with the Inventions, and provide such other cooperation or assistance as may be required by the Company of or the relevant affiliate. The Employee agrees that his obligation to execute or cause to be executed any such Inventions, all rights, title and interest, if any, in documents or papers and to otherwise provide cooperation or assistance as may be required by the Company or the relevant affiliate shall continue after termination of his employment with the Company. (c) If the Employee is unable for any reason to execute any document required under this Clause 2.4(b), the Employee hereby irrevocably designates and appoints the Company or any person nominated by it, as his agent and attorney-in-fact to act for and on his behalf to execute any documents, applications or related findings and to do all other lawfully permitted acts to further the purposes set forth in this Clause 2.4(b), including, without limitation, the perfection of assignment and the prosecution and issuance of patents, patent applications, copyright applications and registrations, trademark applications and registrations or other rights in connection with the Inventions with the same legal force as executed by the Employee. (d) With respect to any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights”, the Employee hereby waives such Invention. You agree moral rights that the Company, as the owner Employee may have in any of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and consents to useany action of the Company that would violate such moral rights in the absence of such consent. (e) The Employee hereby agrees to promptly disclose in writing to the Company any and all Inventions authored, reproduceconceived of, publishsuggested, printinvented, copymade, marketdiscovered or created by the Employee. (f) The Employee shall keep and maintain adequate and current written records of all Inventions made by him or her (solely or jointly with others) during the term of his employment with the Company. The records will be in the form of notes, advertisesketches, distributedrawings and any other format that may be specified by the Company. Such records will always be available to and remain the sole property of the Company. Old Xx-00, transferXxx Xx-00, sell0xx Xxxxx, publicly perform and publicly display and otherwise exploit by all means now known or later developedXxxxxxxxx Exotica, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwise.Venkatanarayana road, T.nagar, Chennai - 600017

Inventions. You (a) For purposes of this Agreement, "Invention" shall promptly disclose mean (i) any and provide to the Companyall machines, any original works of authorship, designs, formulas, processes, improvementsapparatuses, compositions of matter, methods, know-how, processes, designs, configurations, uses thereof, or writings of any kind, including without limitation computer software programsand supporting documentation, datadiscovered, information conceived, developed, made or databasesproduced, methodsor any improvements to them, procedures and shall not be limited to the definition of an invention contained in the United States patent laws; (ii) all matters subject to copyright protection under the United States copyright laws; and (iii) all matters subject to trademark protection under trademark laws of the United States or other inventions, developments or improvements those of any kind state or under, common law. (b) You understand and agree that all Inventions, or patents, trademarks or copyrights relating thereto, which have or may have a material importance to the business of the Company and which are conceived or made by you conceiveduring your employment by the Company, originate, develop, improve, modify and/or create, solely either alone or jointly with others, during are the period sole and exclusive property of your employmentthe Company, or as a result of such employment (collectively, “Inventions”), and whether or not any such Inventions also may be included within “Confidential Information” they are conceived or “Trade Secret Information” made during regular working hours, except to the extent generally known or knowable by persons generally knowledgeable in the computer software fields. (as defined under this Agreement), or are patentable, copyrightable or protectable as trade secrets. c) You acknowledge hereby assign and agree that to assign to the Company is and shall be the exclusive owner of all rightspresent or future right, title and interest in and to all Inventions referred to in Clause (b) of this section 5 and agree not to disclose any of such Inventions to others without the Inventions andwritten consent of the Company, specifically, that any copyrightable works prepared except as required by you within the scope conditions of your employment are “works for hire” under hereunder. (d) You agree that without further consideration you will at any time and from time to time during and after your employment by the Copyright ActCompany, that such “works for hire” are on the request of the Company, (i) execute specific documents of assignment in favor of the Company, or its nominee, of any of the Inventions covered by this Agreement, (ii) execute all papers and that perform all acts the Company considers necessary or advisable for the preparation, application, procurement, maintenance, enforcement, and defense of patent applications and patents of the United States and foreign countries for such Inventions, for the perfection or enforcement of any trademarks or copyrights relating to such Inventions, and for the transfer of any interest you may have in such Inventions (provided, however, that, after the term of this Agreement, unless your employment was terminated for cause, you shall be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, or in the event that you should, by operation of law, be deemed to be entitled to retain reasonable compensation for more than incidental time and effort required to be expended to fulfill your responsibilities under this clause (i) and (ii), execute any rights, title or interest in and all papers and documents which the Company considers to any Invention, you hereby irrevocably waive all rightsbe necessary to vest sole right, title and interest and assign to the Company, without any further consideration and regardless of any use by in the Company of any such Inventions, all rights, title and interest, if any, or its nominee in and to such Inventionthe above Inventions, patent applications, patents, or any trademarks or copyright applications therefore relating thereto. You agree that will execute all documents (including those referred to above) and do all other acts which the Company considers necessary to assist in the preservation of all the Company, as the owner of all 's interests in such Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwise.

Inventions. You shall promptly disclose (a) Set forth on Exhibit A hereto is a description of all inventions developed by me as of the date of this Agreement and provide which are not assigned to the CompanyCompany hereunder; or, any original if no such list is attached, I represent that there are no such prior inventions. Any and all inventions, ideas, products, discoveries, improvements, processes, manufacturing, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code) and other works of authorship, designsknow-how, formulas, processes, improvements, compositions of matter, computer software programs, strategies and data, information whether or databasesnot patentable or registrable under copyright or similar statutes, methodsmade, procedures developed or other inventionscreated by me (whether at the request or suggestion of the Company, developments or improvements of any kind that you conceiveotherwise, originate, develop, improve, modify and/or create, solely whether alone or jointly in conjunction with others, and whether during the period regular hours of your employment, work or as a result of such employment otherwise) (collectively, together with all intellectual property rights therein and thereto, “Inventions”) either: (i) during the course of my employment by or consultancy with the Company which pertain to any business, products or processes of the Company whether then conducted or then being actively planned by the Company; (ii) which have been developed during working hours or using the Company’s resources; or (iii) which directly relates to any of my work during my term of employment by or consultancy with the Company, are the Company’s sole and exclusive property and I shall have no claims, interest or title to the Inventions. (b) With respect to the foregoing Inventions, I will promptly: (i) execute, sign and acknowledge any document necessary to secure the Company's right, title and interest to the Inventions; (ii) deliver to an appropriate executive officer of the Company (other than me) without any additional compensation therefore, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made, developed or created by me as aforesaid. I further acknowledge that all Inventions are “works made for hire” (to the greatest extent permitted by applicable law) and are compensated by my salary (if I am an employee) or by such amounts paid to me under any applicable consulting agreement or consulting arrangements (if I am a consultant), and whether or unless otherwise required by applicable law. If any Invention does not any such Inventions also may be included within constitute a “Confidential Information” or “Trade Secret Information” (as defined under this Agreement)work made for hire”, or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that I hereby irrevocably assign to the Company is and shall be the exclusive owner of for no additional consideration all rightsright, title and interest in and to the Inventions and, specifically, that any copyrightable works prepared by you within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, or in the event that you should, by operation of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest and assign to the Company, without any further consideration and regardless of any use by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that I hereby irrevocably designate and appoint the CompanyCompany and its duly authorized officers and agents, as the owner my agents and attorney-in- fact to act for and on my behalf and instead of all Inventionsme, has the full to execute and complete right to prepare and create derivative works based upon the Inventions file any documents, applications or related findings and to usedo all other lawfully permitted acts to further the purposes set forth above in this Section 5, reproduceincluding, publishwithout limitation, printthe perfection of assignment and the prosecution and issuance of patents, copypatent applications, marketcopyright applications and registrations, advertise, distribute, transfer, sell, publicly perform trademark applications and publicly display and otherwise exploit by all means now known registrations or later developed, other rights in connection with such Inventions and derivative works anywhere throughout improvements thereto with the world same legal force and at any time during or after your employment hereunder or otherwiseeffect as if executed by me.

Inventions. You (a) If at any time or times during my employment, I shall (either alone or with others) make, conceive, create, discover, invent or reduce to practice any Development that (i) relates to the business of the Company or any customer of or supplier to the Company or any of the products or services being developed, manufactured or sold by the Company or which may be used in relation therewith; or (ii) results from tasks assigned to me by the Company; or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company, then all such Developments and the benefits thereof are and shall immediately become the sole and absolute property of the Company and its assigns, as “works made for hire” pursuant to the United States Copyright Act (17 U.S.C. Section 101.) or otherwise. The term “Development” shall mean any invention, idea, creation, modification, discovery, design, development, improvement, biological or other process, cell line, lab notebook, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection). I shall promptly disclose and provide to the CompanyCompany (or any persons designated by it) each, any original works of authorshipsuch Development. I hereby assign all rights (including, designsbut not limited to, formulasrights to inventions, processes, improvements, compositions of patentable subject matter, computer software programs, data, information or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely or jointly with others, during the period of your employment, or as a result of such employment (collectively, “Inventions”copyrights and trademarks), and whether or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the exclusive owner of all rights, title and interest that I may have or may acquire in the Developments and all benefits and/or rights resulting therefrom to the Inventions andCompany and its assigns without further compensation and shall communicate, specificallywithout cost or delay, that any copyrightable works prepared by you within and without disclosing to others the scope of your employment are “works for hire” under the Copyright Actsame, that such “works for hire” are Inventions all available information relating thereto (with all necessary plans and that the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, or in the event that you should, by operation of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest and assign models) to the Company, without any further consideration and regardless of any use by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwise.

Inventions. You shall promptly disclose 2.1. As used herein, "Inventions" means inventions, discoveries, concepts and provide ideas, whether or not patentable, copyrightable, trademarkable, protectable as a mask work, or protectable as a trade secret including, but not limited to, any process, method, formula, article, composition, device, product, tool, machine, computer program, apparatus, appliance, design, drawing, practice, manufacture or technique, as well as any improvements thereto and know-how related thereto. 2.2. To the extent I am employed by any Company Entity in an executive, managerial, product or technical planning, technical, research, programming or engineering capacity (including development, product, systems, applied science or field engineering), I hereby agree to the Company, any original works of authorship, designs, formulas, processes, improvements, compositions of matter, computer software programs, data, information or databases, methods, procedures or other inventions, developments or improvements following obligations concerning Inventions without payment to me of any kind that you conceive, originate, develop, improve, modify and/or create, royalty or further consideration therefor: 2.2.1. With respect to Inventions made or conceived by me (either solely or jointly with another or others, during the period of your employment, or as a result of such employment (collectively, “Inventions”), and whether or not during my hours of employment or whether or not I actually used facilities, materials or personnel of the Company Entities, for the duration of my employment by any Company Entity and for one (1) year thereafter, so long as such Inventions also may be included within “invention (a) is based on or related to Confidential Information” or “Trade Secret Information” (as defined under this Agreement), or are patentable(b) relates to any past, copyrightable present or protectable as trade secretsanticipated business of a Company Entity, or (c) results from any actual work performed by me for a Company Entity : 2.2.1.1. You acknowledge I shall promptly and agree that fully inform the Company is of each such Invention in writing, setting forth in detail the procedures employed and the results achieved; I hereby agree to and hereby do assign to the Company or such other person as the Company shall be the exclusive owner designate all of all my rights, title and interest in each such Invention, including but not limited to applications for United States and/or foreign patents, and to the United States and/or foreign patents granted upon such Invention; and 2.2.1.2. I acknowledge that all copyrightable materials arising from Inventions and, specifically, that any copyrightable works prepared created by you within the scope of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that the Company me shall be considered works made for hire under the author copyright laws of the United States and owner that these works shall, upon their creation, be owned exclusively by one or more of such copyrightable worksthe Company Entities. In To the event extent that any Invention is deemed of these works may not to be a “work considered works made for hire”, hire for one or in more of the event that you should, by operation of Company Entities under applicable law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you I hereby irrevocably waive all rights, title and interest and assign to the Company, without any further consideration and regardless Company Entity by which I am employed or its designee the ownership of any use by the Company of any all copyright rights in such Inventions, all rights, title and interest, if any, in and works. 2.2.2. With respect to such Invention. You agree that the CompanyInventions made or conceived by me, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during and in perpetuity after my employment with any Company Entity: 2.2.2.1. I shall apply, at such Company Entity’s request or after your employment hereunder at the request of such other entity as the Company shall direct and expense, for United States and foreign patents or otherwisecopyrights or other form of protection either in my name or otherwise as the Company shall desire. To the extent that I am unable or unavailable or shall unreasonably refuse to sign any lawful or necessary document required in order for the applicable Company Entity (or its designee) to apply for and obtain a patent or patents with respect to any work performed by me, I hereby irrevocably designate and appoint the applicable Company Entity (or its designee) and its duly authorized officers and agents as my agent and attorney-in- fact to act for and on my behalf to execute and file any such applications, and to do all other lawfully permitted acts to further the prosecution and issuance of patents with the same legal force and effect as if executed by me; and 2.2.2.2. I shall acknowledge and deliver promptly to the applicable Company Entity (or its designee), without charge beyond my then-current hourly rate as reasonably calculated for time spent, but at the applicable Company Entity’s (or its designee's) expense, such written instruments, and do such other acts, such as giving testimony in support of my inventorship, authorship or contribution, as may be reasonably necessary in the opinion of the applicable Company Entity (or its designee) to obtain and maintain United States and/or foreign patents or copyright or other protection and to vest the entire right and title of same in such Company Entity (or its designee). 2.3. The Company Entities shall have the royalty-free right to use, make and sell products, processes, and/or services derived from any Inventions which are conceived or made by me during the hours which I am employed by any Company Entity or with the use or assistance of the facilities, materials or personnel of one or more of the Company Entities 2.4. I will not, to the best of my knowledge, use, rely on, or incorporate any preexisting confidential information and/or Inventions, already owned by me or others, in any Invention, without first informing the Company Entity by which I am employed in writing and receiving such Company Entity’s advance written permission to do so.

Inventions. You shall promptly disclose and provide to the Company(i) All inventions, any original works of authorshipideas, designs, formulas, processes, improvements, compositions of matterdiscoveries, computer software programs, data, information technology, designs, innovations, processes, know-how, concepts, prototypes, samples, models, technical information, drawings, specifications, improvements and the like (whether or databasesnot patentable and whether or not copyrightable) (“Inventions”) which are made, methodsconceived, procedures invented, reduced to practice, created, written, designed or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or createdeveloped by the Consultant, solely or jointly with othersothers and whether during normal business hours or otherwise, (A) during the period Consulting Period if related to the business of your employment, the Company or as a result of such employment (collectively, “Inventions”), and whether B) after the Consulting Period if resulting from or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” directly derived from Proprietary Information (as defined under this Agreementbelow), or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the sole and exclusive owner property of the Company. The Consultant agrees to assign, and hereby irrevocably assigns, sells, transfers and sets over to the Company and its successors and assigns all rightsof Consultant’s world-wide right, title and interest in and to the Inventions andand the Invention Records (defined below) and any and all related patents, specificallycopyrights, trademarks, trade names, trade secrets and other industrial and intellectual property rights and applications therefor, together with the rights to all income derived from said Inventions and Invention Records, including the right to xxx in the name of Company for past or future infringement thereof and to recover all damages therefrom. To the extent any of the Consultant’s rights in the Inventions or Invention Records are not capable of assignment under applicable law or otherwise, the Consultant hereby irrevocably and unconditionally waives all enforcement of such rights to the maximum extent permitted under applicable law. To the extent such waiver is deemed unenforceable under applicable law, the Consultant hereby grants to Company, an exclusive, perpetual, irrevocable, transferable, assignable, fully paid-up and royalty-free license to copy, modify, perform, display, create derivative works based on, make, have made, sell and have sold, and otherwise use in any manner, such Inventions and Invention Records, including the right to sub-license to any third party. (ii) The Consultant hereby appoints any officer of the Company as the Consultant’s duly authorized attorney to execute, file, prosecute and protect the Inventions and Invention Records before any domestic or foreign government agency, court or authority. Upon the request of the Company and at the Company’s expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions and Invention Records to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention or Invention Record. The Consultant also hereby waives all claims to moral rights in any Inventions and Invention Records. (iii) The Consultant shall promptly disclose to the Company all Inventions and will maintain complete, adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention (collectively, “Invention Records”). Such written Invention Records shall be available to and remain the sole and exclusive property of the Company at all times. The Consultant shall ensure that any copyrightable works prepared by you within the scope and all Invention Records arising out of your employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, or in the event that you should, by operation of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest and assign way related to the Company, the Services or the Inventions shall not be comingled with the written records pertaining to any other project on which the Consultant may be working. (iv) The Consultant shall not include any third party or pre-existing intellectual property of Consultant created outside the scope of or prior to this Agreement (collectively “Other Inventions”) in the Inventions without any further consideration and regardless the prior written consent of any use by Company. To the extent that Company grants such consent to include Other Inventions, the Consultant hereby grants to the Company of any such Inventionsa perpetual, all rightsworldwide, title and interestroyalty-free, if anyirrevocable, in and to such Invention. You agree that the Companytransferable, as the owner of all Inventionssublicensable, has the full and complete right to prepare and create derivative works based upon the Inventions and assignable, license to use, reproduce, publish, print, copy, market, advertise, distribute, transferperform, selldisplay, publicly perform maintain, modify, make, have made, sell and publicly display and otherwise exploit by all means now known or later developed, have sold such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwiseOther Inventions.

Inventions. You shall promptly disclose and provide to the Company1. All inventions, any original ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, formulasinnovations and improvements (whether or not patentable and whether or not copyrightable) which are made, processesconceived, improvementsreduced to practice, compositions of mattercreated, computer software programswritten, data, information designed or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or createdeveloped by the Wedding Videographer, solely or jointly with othersothers or under Wedding Videographer's direction and whether during normal business hours or otherwise, (i) during the period Consultation Period if related to the business of your employment, the Client or as a result of such employment (collectively, “Inventions”), and whether ii) after the Consultation Period if resulting or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” directly derived from Proprietary Information (as defined below) (collectively under this Agreementclauses (i) and (ii), or are patentable"Inventions"), copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the exclusive owner sole property of all rights, title and interest in and the Client. The Wedding Videographer hereby assigns to the Client all Inventions andand any and all related patents, specificallycopyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefore, in the United States and elsewhere and appoints any officer of the Client as Wedding Videographer's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Client at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Wedding Videographer not during normal working hours, not on the Client’s premises and not using the Client’s tools, devices, equipment or Proprietary Information. The Wedding Videographer further acknowledges that any copyrightable works prepared each original work of authorship which is made by you the Wedding Videographer (solely or jointly with others) within the scope of your employment are “works the Agreement and which is protectable by copyright is a "work made for hire” under ," as that term is defined in the United States Copyright Act. 2. Upon the request of the Client and at the Client’s expense, that the Wedding Videographer shall execute such “works for hire” are further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Client and that to assist the Company shall be considered the author Client in applying for, obtaining and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, enforcing patents or copyrights or other rights in the event that you should, by operation of law, be deemed to be entitled to retain United States and in any rights, title or interest in and foreign country with respect to any Invention, you . The Wedding Videographer also hereby irrevocably waive waives all rights, title and interest and assign claims to moral rights in any Inventions. 3. The Wedding Videographer shall promptly disclose to the CompanyClient all Inventions and will maintain adequate and current written records (in the form of notes, without any further consideration sketches, drawings and regardless as may be specified by the Client) to document the conception and/or first actual reduction to practice of any use by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that Such written records shall be available to and remain the Companysole property of the Client at all times. 4. Notwithstanding the foregoing in this Section 6(b), as the owner ownership and use of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and that are assigned to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwise.Client in Section 6(b)(i) (the "Assigned Inventions") shall be limited as set forth in Exhibit B.

Inventions. You shall a. The Executive agrees to promptly inform and to disclose and provide to the Company, in writing, all inventions, concepts, developments, procedures, ideas, innovations, systems, programs, techniques, processes, information, discoveries, improvements and modifications and related documentations, other works of authorship and the like (collectively the "Inventions"), which, during the course of the Executive's employment with the Company, the Executive has created, made, conceived, written either alone or with others, while in the Company's employ, or while performing services for the affiliates, whether or not during working hours, and at all times thereafter, whether or not such Inventions are patentable, subject to copyright protection or susceptible to any original other form of protection which (i) related to the actual Business or research of development of the Company or its affiliates; or (ii) was suggested by or resulted from any task assigned or to be assigned to the Executive or performed by the Executive for or on behalf of the Company or any of its affiliates. In the case of any "other works of authorship", such assignment shall be limited to those works of authorship which meet both conditions (i) and (ii) above. The Executive further acknowledges and agrees that all copyright and any other intellectual property right in Inventions and related documentation, and other works of authorship, designs, formulas, processes, improvements, compositions of matter, computer software programs, data, information or databases, methods, procedures or other inventions, developments or improvements of any kind that you conceive, originate, develop, improve, modify and/or create, solely or jointly with others, during the period of your employment, or as a result of such employment (collectively, “Inventions”), and whether or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” (as defined under this Agreement), or are patentable, copyrightable or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the exclusive owner of all rights, title and interest in and to the Inventions and, specifically, that any copyrightable works prepared by you created within the scope of your the Executive's employment are “"works for hire” under " and are the Copyright Actproperty of the Company. b. In connection with any of the Inventions assigned by Section 8.a., that the Executive shall, on the Company's request, promptly execute a specific assignment of title to the Company or its designee, and do anything else reasonably necessary to enable the Company or such “works for hire” are Inventions designee to secure a patent, copyright or other form of protection therefor in the United States and in other countries. c. The Executive further acknowledges and agrees that the Company shall be considered and its affiliates, licensees, successors or assigns (direct or indirect) are not required to designate the Executive as an author and owner of such copyrightable works. In the event that any Invention which is deemed not subject to be a “work for hire”Section 8.a., when it is distributed, publicly or otherwise, or in to secure my permission to change or otherwise alter its integrity. The Executive hereby waives and releases, to the event that you should, extent permitted by operation of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest and assign to the Company, without any further consideration and regardless of any use by the Company of any such Inventions, all rights, title and interest, if any, rights in and to such Invention. You agree designation and any rights that the CompanyExecutive may have concerning modifications of such Inventions. d. The Executive understands that any rights, as waivers, releases and assignments herein granted and made by the owner Executive are freely assignable by the Company and are for the benefit of all Inventionsthe Company and its affiliates, licensees, successors and assigns. e. The Executive affirms that the Executive has not disclosed and will not disclose to anyone outside of the full Company and complete right to prepare and create derivative works based upon the Inventions and to its affiliates, or has used, or will use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known any Confidential Information or later developedmaterial received in confidence from third parties, such as customers, by the Company or any of its affiliates, other than as permitted by a written agreement between the Company and the third party. f. The Executive irrevocably appoints any Company-selected designee to act as his agent and attorney-in-fact to perform all acts necessary to obtain patents and/or copyrights as required by this Agreement if the Executive (i) refuses to perform those acts or (ii) is unavailable, within the meaning of the United States Patent and Copyright Laws. It is expressly intended by the Executive that the foregoing power of attorney is coupled with an interest. g. The Executive shall keep complete, accurate and authentic information and records on all Inventions in the manner and derivative works anywhere throughout form reasonably requested by the world Company. Such information and records, and all copies thereof, shall be the property of the Company as to any Inventions within the meaning of this Agreement. In addition, the Executive agrees to promptly surrender all such original and copies of such information and records at any time during or after your employment hereunder or otherwisethe request of the Company.

Inventions. You (a) The Employee understands that the Company is engaged in a continuous program of research, development, production and marketing in connection with its business and that, as an essential part of his or her employment with the Company, the Employee is expected to make new contributions to, and create inventions of value for, the Company. The Employee agrees to share with the Company all the Employee's knowledge and experience, provided however that the Employee shall promptly not disclose and provide to the Company, or use for the advancement of the business of the Company, any original works of authorship, designs, formulas, processes, improvements, compositions of matter, computer software programs, data, information which the Employee has undertaken to third parties to keep confidential or databases, methods, procedures or other inventions, developments or improvements of in which third parties have any kind rights. The Employee acknowledges that you conceive, originate, develop, improve, modify and/or create, solely or jointly with others, during the period of your employment, or as a result of such employment (collectively, “Inventions”), and whether or not any such Inventions also may be included within “Confidential Information” or “Trade Secret Information” all Work Product (as defined under this Agreement)below) is "work made for hire", will be the sole and exclusive property of the Company and the Employee will not have any rights or title whatsoever thereto. (b) The Employee hereby irrevocably transfers and assigns to the Company all of his or her rights, title and interest now and hereafter acquired in and to all Work Product (whether developed prior to the date hereof, or are patentablethereafter) and, copyrightable when not otherwise assignable herein, agrees to assign in the future to the Company, all of his or protectable as trade secrets. You acknowledge and agree that the Company is and shall be the exclusive owner of all her rights, title and interest in and to the Inventions andany and all such Work Product (and all proprietary rights with respect thereto), specificallyand further undertakes to execute all necessary documentation and take all further action as may be required in order to perform such assignment. (c) The Employee hereby forever waives and agrees never to assert any rights of paternity or integrity, that any copyrightable works prepared by you within the scope right to claim authorship of your employment are “works for hire” under the Copyright Actany Work Product, that such “works for hire” are Inventions and that the Company shall be considered the author and owner of such copyrightable works. In the event that to object to any Invention is deemed not to be a “work for hire”distortion, mutilation or other modification of, or other derogatory action in relation to, any Work Product, whether or not such would be prejudicial to his or her honor or reputation, and any similar right, existing under judicial or statutory law of any country in the event that you shouldworld, by operation or under any treaty, even after termination of law, be deemed to be entitled to retain any rights, title his or interest in and to any Invention, you hereby irrevocably waive all rights, title and interest and assign to her work on behalf of the Company, without any further consideration and regardless of any use by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. You agree that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after your employment hereunder or otherwise.