Common use of Inventions Clause in Contracts

Inventions. (a) The Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Company.

Inventions. (a) The Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvementsimprovements and patentable or copyrightable works (“Inventions”) initiated, work productsconceived or made by him in the course of his employment with the Company, developmentseither alone or in conjunction with others, softwareshall be the sole property of the Company to the maximum extent permitted by applicable law and, know-howto the extent permitted by law, processesshall be “works made for hire” as that term is defined in the United States Copyright Act (17 U.S.C., techniquesSection 101). The Company shall be the sole owner of all patents, methodscopyrights, works of authorship trade secret rights, and other work productintellectual property or other rights in connection therewith; provided, whether patentable however that this Section 8(f) shall not apply to Inventions which are not related to the business of the Company 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 unpatentableCompany Confidential Information. Subject to the foregoing, (A) the Executive hereby assigns to the Company all right, title and interest he may have or acquire in all Inventions; provided, however, that are reduced the Board may in its sole discretion agree to practice, created, invented, designed, developed, contributed to, or improved waive the Company’s rights pursuant to this Section 8(f). The Executive agrees to cooperate reasonably with the use Company and at the Company’s expense, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to the Inventions. The Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, that the Company reasonably may deem necessary or desirable in order to protect its rights and interests in any Inventions. The Executive further agrees that if the Company resources and/or within the scope of is unable, after reasonable effort, to secure the Executive’s work with signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and the Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company reasonably may deem necessary or desirable in order to protect its rights and interests in any Inventions, under the conditions described in this Section 8(f). The Executive will not assert any rights to any invention, discovery, idea or improvement relating to the business of the Company or that relate to his duties hereunder as having been made or acquired by the business, operations or actual or demonstrably anticipated research or development of Executive prior to his work for the Company, and except for the matters, if any, described in Exhibit A attached hereto. The Executive agrees that are made he will promptly disclose to the Company all Inventions initiated, made, conceived or conceived reduced to practice by the Executivehim, solely either alone or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expenseEmployment Period. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Company.

Inventions. (a) The Executive acknowledges will make full and agrees that prompt disclosure to the Company of all ideasinventions, methods, inventionsimprovements, discoveries, improvements, work productsmethods, developments, software, know-how, processes, techniques, methods, and works of authorship and other work productauthorship, whether patentable or unpatentablenot, (A) that which are created, made, conceived or reduced to practice, created, invented, designed, developed, contributed topractice by him, or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the businessunder his direction, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company whether or not during normal working hours or on the Executive’s own time, but only insofar premises of the Company (all of which are collectively referred to in this Agreement as the Inventions are related “Inventions”). (b) The Executive agrees to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively assign and does hereby assign to the Company (or its designee)any person or entity designated by the Company) all of his right, whether title and interest in and to all Inventions and related patents, patent applications, trade secrets, copyrights and copyright applications. However, this Section 2(b) shall not apply to Inventions which are unrelated to the present or planned business or research and development of the Company and which are made and conceived by the Executive outside of normal working hours, outside the Company’s premises and do not patent involve use of the Company’s tools, devices, equipment or other applications for intellectual property protection are filed thereon (the “Inventions”)Proprietary Information. The Executive will keep full and complete written records understands that, to the extent this Agreement is to be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 2(b) shall be interpreted to not apply to any invention which a court rules and/or the Company agrees to fall within such classes. (the “Records”), in the manner prescribed by c) The Executive agrees to cooperate fully with the Company, of all Inventions, both during and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of after his employment with the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns with respect to the Company the Inventions procurement, maintenance and all patents or enforcement of patents, trademarks, copyrights and other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, (both in the Executive’s name or in the name of the Company (or its designee), applications for patents United States and equivalent rights (the “Applications”)foreign countries) relating to Inventions. The Executive will, at any time during and subsequent to his term of employment, make such applications, shall sign such all papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Invention. The Executive further agrees that if the Company is unable to secure the signature of the Executive on any such papers with reasonable effort, an executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results irrevocably designates and proceeds appoints each executive officer of the Executive’s service Company as his agent and attorney-in-fact to the Company that cannot be assigned in the manner described hereinexecute any such papers on his behalf, the Executive agrees and to unconditionally waive the enforcement of such rights. The Executive hereby waives take any and all currently existing actions as the Company may deem necessary or desirable in order to protect its rights and future monetary rights interests in and to any Invention, under the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Companyconditions described herein.

Inventions. (a) The Executive acknowledges Any and agrees that all ideasinventions, methods, inventionsproduct, discoveries, improvements, work products, developments, software, know-how, processes, formulae, manufacturing methods or techniques, methodsdesigns or styles, works software applications or programs (collectively, “Inventions”) made, developed or created by Executive, alone or in conjunction with others, during regular hours of authorship and other work productor otherwise, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with during the use term of any Company resources and/or within the scope of the Executive’s work employment with the Company and for a period of two (2) years thereafter that may be directly or that relate indirectly related to the business of, or tests being carried out by, the Company, or any of its parents, subsidiaries, shall be promptly disclosed by Executive to the Company and shall be the Company’s exclusive property. The following provisions of the California Labor Code shall supplement this Section 3.2(a): SECTION 2870 OF THE CALIFORNIA LABOR CODE Application of Provisions Providing that Employee Shall Assign or Offer to Assign Rights in Inventions to the Company. (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to employer’s business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived employer; or (2) Result from any work performed by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expenseemployer. (b) In additionTo the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the Inventions will be deemed Work for Hireprovision is against the public policy of this state and is unenforceable. (b) Executive will, as such term is defined under upon the copyright laws Company’s request and without additional compensation, execute any documents necessary or advisable in the opinion of the United States, on behalf Company’s legal counsel to direct the issuance of patents to the Company and the Executive agrees with respect to Inventions that the Company will are to be the sole owner of the Inventions, and all underlying rights therein, in all media now known Company’s exclusive property under this Section 3.2 or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and Company title to the Inventions; the expense of securing any patent, includinghowever, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot shall be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit borne by virtue of the Executive being an employee of or other service provider to the Company. (c) Executive will hold for the Company’s sole benefit any Invention that is to be the Company’s exclusive property under this Section 3.2 for which no patent is issued.

Inventions. (a) The Executive acknowledges and agrees that all ideasWith respect to Inventions made, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed toauthored, or improved conceived by Executive either solely or jointly with others during employment by Employer or within 12 months after termination of employment, Executive shall promptly and fully disclose and describe such Inventions in writing to the use Employer, assign, and does hereby assign, to Employer all of any Company resources and/or within the scope of the Executive’s work with rights, title and interest in and to such Inventions and to applications for letters, patent and/or copyright in all countries and to all letters patent and/or copyrights granted upon such Inventions in all countries. Executive will, during the Company term of this Agreement and thereafter, do such other acts as may be necessary in the Employer’s sole discretion to preserve property rights against forfeiture, abandonment or that loss and to obtain and maintain letters patent and/or copyrights and to vest the entire right and title thereto in the Employer. The provisions of this paragraph shall not apply to Inventions made, authored or conceived by Executive after termination of this Agreement so long as: (i) such Inventions do not relate to the business, operations Employer’s business or to the Employer’s actual or demonstrably anticipated research or development development; (ii) such Inventions do not result from any work performed by Executive for the Employer; and (iii) no Employer Confidential Information is used in the making, authorship or conception of the CompanyInvention or discovery. For purposes of this Agreement, “Inventions” means discoveries, concepts, ideas and works of authorship, whether or not patentable or subject to copyright including but not limited to processes, methods, formulas, and that techniques, as well as improvement or know-how concerning any present or prospective activities of the Employer with which the Executive becomes acquainted as a result of Executive’s employment by the Employer or which are made or conceived by the Executive, solely alone or jointly with others, during his the employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of his employment Employer or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expensewithin one year thereafter. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Company.

Inventions. (a) The Executive acknowledges Any and agrees that all ideasinventions, methods, inventionsproduct, discoveries, improvements, work products, developments, software, know-how, processes, formulae, manufacturing methods or techniques, methodsdesigns or styles, works software applications or programs (collectively, “Inventions”) made, developed or created by Executive, alone or in conjunction with others, during regular hours of authorship and other work productor otherwise, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with during the use term of any Company resources and/or within the scope of the Executive’s work employment with the Company and for a period of two (2) years thereafter that may be directly or that relate indirectly related to the business of, or tests being carried out by, the Company, or any of its parents, subsidiaries, shall be promptly disclosed by Executive to the Company and shall be the Company’s exclusive property. The following provisions of the California Labor Code shall supplement this Section 5(a): SECTION 2870 OF THE CALIFORNIA LABOR CODE Application of Provisions Providing that Employee Shall Assign or Offer to Assign Rights in Inventions to the Company. (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to employer’s business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived employer; or (2) Result from any work performed by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expenseemployer. (b) In additionTo the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the Inventions will be deemed Work for Hireprovision is against the public policy of this state and is unenforceable. (b) Executive will, as such term is defined under upon the copyright laws Company’s request and without additional compensation, execute any documents necessary or advisable in the opinion of the United States, on behalf Company’s legal counsel to direct the issuance of patents to the Company and the Executive agrees with respect to Inventions that the Company will are to be the sole owner of the Inventions, and all underlying rights therein, in all media now known Company’s exclusive property under this Section 5 or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and Company title to the Inventions; the expense of securing any patent, includinghowever, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot shall be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit borne by virtue of the Executive being an employee of or other service provider to the Company. (c) Executive will hold for the Company’s sole benefit any Invention that is to be the Company’s exclusive property under this Section 5 for which no patent is issued.

Inventions. 6.1 Employee agrees to promptly inform and to disclose 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 Employee's employment with the Company, Employee has created, made, conceived, written either alone or with others, while in the Company's employ, or while performing services for the Company or its 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 other form of protection which (a) The Executive related to the actual business or research of development of the Company or its affiliates; or (b) was suggested by or resulted from any task assigned or to be assigned to Employee or performed by Employee 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 meeting both conditions (a) and (b) above. Employee further acknowledges and agrees that all ideascopyright and any other intellectual property right in Inventions and related documentation, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, and other works of authorship and other work productauthorship, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or created within the scope of Employee's employment, are "works for hire" and are the Executive’s work with property of the Company or that relate to its affiliates, as the business, operations or actual or demonstrably anticipated research or development case may be. 6.2 In connection with any of the CompanyInventions assigned by Section 6.1, and that are made or conceived by the ExecutiveEmployee shall, solely or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with on the Company's request, either while performing the Executive’s duties with promptly execute a specific assignment of title to the Company or on its designee, and do anything else reasonably necessary to enable the Executive’s own timeCompany or such designee to secure a patent, but only insofar as the Inventions are related to the Executive’s work as an employee copyright or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property form of protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), therefor in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely United States and in writing to the Company. The Records shall be the sole other countries. 6.3 Employee further acknowledges and exclusive property of the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights agrees that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys affiliates, licensees, successors or assigns (direct or indirect) are not required to designate Employee as an author of any Invention which is subject to Section 6.1, when it is distributed, publicly or otherwise, or to secure my permission to change or otherwise alter its integrity. Employee hereby waives and releases, to the extent permitted by law, all reasonable assistance (including rights in and to such designation and any rights that Employee may have concerning modifications of such Inventions. 6.4 Employee understands that any rights, waivers, releases and assignments herein granted and made by Employee are freely assignable by the giving of testimony) to obtain the Inventions Company and are for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf benefit of the Company and its affiliates, licensees, successors and assigns. 6.5 Employee affirms that Employee has not disclosed and will not disclose to anyone outside of the Executive agrees Company and its affiliates, or has used, or will use, any Confidential Information or material 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. 6.6 Employee 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 Employee (a) refuses to perform those acts or (b) is unavailable, within the meaning of the United States Patent and Copyright Laws. It is expressly intended by Employee that the Company will be foregoing power of attorney is coupled with an interest. 6.7 Employee shall keep complete, accurate and authentic information and records on all Inventions in the sole owner of manner and form reasonably requested by the InventionsCompany. Such information and records, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion copies thereof, are deemed not to shall be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all property of the Executive’s right, title and interest in Company as to any Inventions within the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights meaning of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefromthis Agreement. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive Employee agrees to unconditionally waive the enforcement promptly surrender all such original and copies of such rights. The Executive hereby waives any information and all currently existing and future monetary rights in and to records at the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue request of the Executive being an employee of or other service provider to the Company.

Inventions. (a) The 8.1 Executive acknowledges understands and agrees that all Inventions are the exclusive property of Company. As used in this Agreement, “Inventions” shall include without limitation ideas, methodsdiscoveries, developments, concepts, inventions, discoveriesoriginal works of authorship, improvementstrademarks, work productsmask works, developmentstrade secrets, softwareideas, data, information, know-how, processesdocumentation, techniquesformulae, results, prototypes, designs, methods, works processes, products, formulas and techniques, improvements to any of authorship the foregoing, and all other work productmatters ordinarily intended by the words “intellectual property,” whether or not patentable, whether patentable copyrightable, or unpatentableotherwise able to be registered, (A) that which are reduced to practicedeveloped, created, inventedconceived of or reduced to practice by Executive, designedalone or with others, developedduring Executive’s employment with Company or Affiliates, contributed towhether or not during working hours or within three (3) months thereafter and related to Company’s then existing or proposed business. In recognition of Company’s ownership of all Inventions, Executive shall make prompt and full disclosure to Company of, will hold in trust for the sole benefit of Company, and (subject to Section 8.2 below) hereby assigns, and agrees to assign in the future, exclusively to Company all of Executive’s right, title, and interest in and to any and all such Inventions. 8.2 Executive understands that Executive’s obligation to assign inventions shall not apply to any inventions for which no equipment, supplies, facilities, or improved with the use trade secret information of any Company resources and/or within the scope of the was used and that was developed entirely on Executive’s work with own time, unless (a) the Company or that relate invention relates (i) directly to the businessbusiness of Company, operations or (ii) to Company’s actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with Companydevelopment, or (Bb) suggested by the invention results from any work that performed by Executive for Company. 8.3 To the extent any works of authorship created by Executive performs in connection with made within the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, scope of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfectconsidered “works made for hire” under United States copyright laws, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, they are deemed not hereby agreed to be Work works made for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventionshire. To the extent that the Executive has any rights in the results such works do not qualify as a “work made for hire” under applicable law, and proceeds of the Executive’s service to the extent they include material subject to copyright, Executive hereby irrevocably and exclusively assigns and conveys all rights, title and interests in such works to Company that cannot be assigned in the manner described hereinsubject to no liens, the Executive agrees to unconditionally waive the enforcement of such claims or reserved rights. The Executive hereby waives any and all currently existing “moral rights” that may be applicable to any of the foregoing, for any and future monetary rights all uses, alterations, and exploitation thereof by Company, or its 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 Company or its successors, assignees or licensees, based on or to enforce such rights. Without limiting the preceding, Executive agrees that Company may in its discretion edit, modify, recast, use, and promote any such works of authorship, and derivatives thereof, without the use of Executive’s name or image, without compensation to Executive other than that expressly set forth herein. 8.4 Executive hereby waives and quitclaims to Company 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 Company and take all other such acts requested by Company (including signing applications for patents, assignments, and other papers, and such things as Company may require) to enable Company 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 Company and its officers and agents as Executive’s agent and attorney-in-fact to execute such documents on Executive’s behalf. 8.5 Executive agrees that there are no Inventions made by Executive prior to Executive’s employment with Company and belonging to Executive that Executive wishes to have excluded from this Section 8 (the “Excluded Inventions”). If during Executive’s employment with Company, Executive uses in the specifications or development of, or otherwise incorporates into a product, process, service, technology, or machine of Company, or otherwise uses any invention, proprietary know-how, or other intellectual property in existence before the Effective Date owned by Executive or in which Executive has any interest (“Existing Know-How”), Company is hereby granted and shall have a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide right and license under the Existing Know-How (including any patent or other intellectual property rights therein) to make, have made, use, sell, reproduce, distribute, make derivative works from, publicly perform and display, and import, and to sublicense any and all patents and other registrations for intellectual property of the foregoing rights to that may issue thereon, including, Existing Know-How (including the right to grant further sublicenses) without limitation, any rights that would otherwise accrue restriction as to the extent of Executive’s benefit ownership or interest, for so long as such Existing Know-How is in existence and is licensable by virtue of the Executive being an employee of or other service provider to the CompanyExecutive.

Inventions. (a) The Executive acknowledges Officer will make full and agrees that prompt disclosure to the Company of all ideasinventions, methods, inventionsimprovements, discoveries, improvements, work productsmethods, developments, software, know-how, processes, techniques, methods, and works of authorship and other work productauthorship, whether patentable or unpatentablenot, (A) that which are created, made, conceived or reduced to practice, created, invented, designed, developed, contributed topractice by her, or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the businessunder her direction, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his her employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company whether or not during normal working hours or on the Executive’s own time, but only insofar premises of the Company (all of which are collectively referred to in this Agreement as the Inventions are related “Inventions”). (b) The Officer agrees to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively assign and does hereby assign to the Company (or its designee), whether any person or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed entity designated by the Company) all of her right, of all Inventions, title and will promptly disclose interest in and to all Inventions completely and in writing related patents, patent applications, trade secrets, copyrights and copyright applications. However, this Section 6(b) shall not apply to Inventions which are unrelated to the present or planned business or research and development of the Company and which are made and conceived by the Officer outside of normal working hours, outside the Company. The Records shall be the sole ’s premises and exclusive property do not involve use of the Company’s tools, and devices, equipment or Proprietary Information. The Officer understands that, to the extent this Agreement is to be construed in accordance with the laws of any state which precludes a requirement in an Executive will surrender them upon agreement to assign certain classes of inventions made by an Executive, this Section 6(b) shall be interpreted to not apply to any invention which a court rules and/or the termination of his employment or upon Company agrees to fall within such classes. (c) The Officer agrees to cooperate fully with the Company’s request. The Executive irrevocably conveys, transfers both during and assigns after her employment with the Company, with respect to the Company the Inventions procurement, maintenance and all patents or enforcement of patents, trademarks, copyrights and other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, (both in the Executive’s name or in the name of the Company (or its designee), applications for patents United States and equivalent rights (the “Applications”)foreign countries) relating to Inventions. The Executive will, at any time during and subsequent to his term of employment, make such applications, Officer shall sign such all papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Invention. The Officer further agrees that if the Company is unable to secure the signature of the Executive’s rightOfficer on any such papers with reasonable effort, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation an executive officer of the Inventions, known or unknown, prior Company shall be entitled to execute any such papers as the date hereof, including, without limitation, agent and the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any soattorney-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds in-fact of the Executive’s service to Officer, and the Officer hereby irrevocably designates and appoints each executive officer of the Company that cannot be assigned in the manner described hereinas her agent and attorney-in-fact to execute any such papers on her behalf, the Executive agrees and to unconditionally waive the enforcement of such rights. The Executive hereby waives take any and all currently existing actions as the Company may deem necessary or desirable in order to protect its rights and future monetary rights interests in and to any Invention, under the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Companyconditions described herein.

Inventions. (a) The 4.1 Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, any Invention (Aas defined below) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and further agrees to: (a) promptly and fully inform the Executive will surrender them Company in writing of any such Inventions; (b) assign to the Company all of Executive’s rights in and to such Inventions, and to applications for patents and/or copyright registrations and to patents and/or copyright registrations granted upon such Inventions in the termination of his employment United States or upon in any foreign country; and (c) promptly acknowledge and deliver to the Company, without charge to the Company but at the Company’s request. The Executive irrevocably conveysexpense, transfers such written instruments and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make do such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time necessary, in the reasonable opinion of the Company, to time by obtain and maintain patents and/or copyright registrations and to vest the entire rights, interest in and title thereto in the Company. 4.2 Executive and the Company understand that the provisions of this Agreement requiring assignment of Inventions to perfectthe Company will not apply to any particular Invention that: (a) Executive develops entirely on his own time, recordcompletely outside of Executive’s working hours; and (b) Executive develops without using Company equipment, enforcesupplies, protectfacilities or trade-secret or Confidential Information (as defined below); and (c) does not result from any work performed by Executive for the Company; and (d) does not, patent at the time of conception or register reduction to practice, directly relate to the Company’s rights Business or to its actual or demonstrably anticipated research or development. Any such Invention meeting all of the criteria set forth in clauses (a) through (d) above will be owned entirely by Executive, even if developed by Executive during the Inventions, all without additional compensation to term of this Agreement or otherwise during the Executive from time period of his employment with the Company. The Finally, Executive agrees and covenants that he will also execute assignments not individually file any patent applications relating to Inventions without first obtaining an express release from a duly authorized Company representative. 4.3 For purposes of this Agreement, the Company (term “Inventions” means all discoveries, improvements, inventions, ideas and works of authorship, whether patentable or its designee) of the Applicationscopyrightable, conceived or made by Executive either solely or jointly with others, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) relating to obtain the Inventions any consultation, work or services performed by Executive with, for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of or in conjunction with the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, based on or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Companyderived from Confidential Information.

Inventions. (ai) The Executive acknowledges For purposes of this Section 5b, the term “Inventions” collectively means any and agrees that all ideas, methodsconcepts, inventions, discoveries, improvements, work products, developments, softwareknow how, know-howstructures, designs, formulas, algorithms, methods, products, processes, techniques, methods, works systems and technologies in any stage of authorship and other work product, whether patentable or unpatentable, (A) development that are conceived, developed or reduced to practicepractice by the Executive alone or with others during the Term of this Agreement and any and all patents, createdpatents pending, inventedcopyrights, designedmoral rights, developedtrademarks and any other intellectual property rights therein; and any and all improvements, contributed tomodifications, or improved with derivative works from, other rights in and claims related to any of the use foregoing under the laws of any Company resources and/or within the scope of the Executive’s work with jurisdiction. (ii) The Executive agrees to disclose promptly to the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, all ideas and that are made or conceived by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work inventions that the Executive performs in connection believes or should believe to be Inventions along with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider all relevant records thereof. The Executive hereby assigns and transfers to the Company, shall belong exclusively to without further consideration, the Company Executive’s entire right, title and interest (or its designeethroughout the United States and Canada and in all other countries and jurisdictions), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full free and complete written records (the “Records”)clear of all liens and encumbrances, in the manner prescribed by the Company, of all and to all Inventions, and will promptly disclose all . Such Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and whether or not copyrightable or patentable or in a commercial stage of development. In addition the Executive will surrender them upon agrees to maintain adequate current written records on the termination development of his employment or upon all Inventions, which shall also remain the sole property of the Company’s request. The Executive irrevocably conveys, transfers and assigns to . (iii) In the Company the Inventions and all patents or other intellectual property rights that may issue thereon in event any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may Invention shall be requested from time to time deemed by the Company to perfectbe copyrightable or patentable or otherwise registrable, record, enforce, protect, the Executive will assist the Company in obtaining and maintaining letters patent or register the Company’s rights other applicable registrations and in the Inventions, all without additional compensation to the Executive from the Company. The Executive will also execute assignments to vesting the Company (or its designee) of the Applications, and give with full title. Should the Company and its attorneys all reasonable assistance (including be unable to secure the giving of testimony) Executive’s signature on any document necessary to obtain the Inventions for the Company’s benefitapply for, all without additional compensation prosecute, obtain, or enforce any patent, copyright or other right or protection relating to the Executive from the Companyany Invention, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations due to the Executive. If the Inventions, ’s incapacity or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Companyother cause, the Executive hereby irrevocably conveysdesignates and appoints the Company and each of its duly authorized officers and agents as the Executive’s agent and attorney-in-fact to do all lawfully permitted acts to further the prosecution, transfers issuance, and assigns enforcement of patents, copyrights, or other rights or protection with the same force and effect as if executed and delivered by the Executive. (iv) The Executive agrees that any idea, invention, writing, discovery, patent, copyright, trademark or similar item, or improvement shall be presumed to be an Invention if it is conceived, developed, used, sold, exploited or reduced to practice by the Company, all rights, in all media now known Executive or hereinafter devised, throughout with the universe and in perpetuity, in and to Executive’s aid within the Inventions, including, without limitation, all one-year period commencing on the date of the termination of the Executive’s rightemployment hereunder and if it relates to any business in which the Company was engaged as of such date. The Executive agrees to disclose such idea, title and interest in the copyrights (and all renewalsinvention, revivals and extensions thereof) to the Inventionswriting, includingdiscovery, without limitationpatent, all rights of any kind copyright, trademark or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service similar item promptly to the Company that cannot be assigned along with all relevant information and records and the Company will examine the disclosure in the manner described herein, the Executive agrees confidence to unconditionally waive the enforcement of such rightsdetermine if in fact it is an Invention subject to this Agreement. The Executive hereby waives any and all currently existing and future monetary rights in and to can rebut the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of above presumption if the Executive being proves that the idea, writing, discovery, patent, copyright or trademark or similar item or improvement is not an employee of or other service provider to the CompanyInvention covered by this Agreement.

Inventions. (a) The Executive acknowledges will make full and agrees that prompt disclosure to the Company of all ideasinventions, methods, inventionsimprovements, discoveries, improvements, work productsmethods, developments, software, know-how, processes, techniques, methods, and works of authorship and other work productauthorship, whether patentable or unpatentablenot, (A) that which are created, made, conceived or reduced to practice, created, invented, designed, developed, contributed topractice by his, or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the businessunder his direction, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company whether or not during normal working hours or on the Executive’s own time, but only insofar premises of the Company (all of which are collectively referred to in this Agreement as the Inventions are related “Inventions”). (b) The Executive agrees to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively assign and does hereby assign to the Company (or its designee)any person or entity designated by the Company) all of his right, whether title and interest in and to all Inventions and related patents, patent applications, trade secrets, copyrights and copyright applications. However, this Section 6(b) shall not apply to Inventions which are unrelated to the present or planned business or research and development of the Company and which are made and conceived by the Executive outside of normal working hours, outside the Company’s premises and do not patent involve use of the Company’s tools, devices, equipment or other applications for intellectual property protection are filed thereon (the “Inventions”)Proprietary Information. The Executive will keep full and complete written records understands that, to the extent this Agreement is to be construed in accordance with the laws of any state which precludes a requirement in an Executive agreement to assign certain classes of inventions made by an Executive, this Section 6(b) shall be interpreted to not apply to any invention which a court rules and/or the Company agrees to fall within such classes. (the “Records”), in the manner prescribed by c) The Executive agrees to cooperate fully with the Company, of all Inventions, both during and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of after his employment with the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns with respect to the Company the Inventions procurement, maintenance and all patents or enforcement of patents, trademarks, copyrights and other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, (both in the Executive’s name or in the name of the Company (or its designee), applications for patents United States and equivalent rights (the “Applications”)foreign countries) relating to Inventions. The Executive will, at any time during and subsequent to his term of employment, make such applications, shall sign such all papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Invention. The Executive further agrees that if the Company is unable to secure the signature of the Executive on any such papers with reasonable effort, an executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results irrevocably designates and proceeds appoints each executive officer of the Executive’s service Company as his agent and attorney-in-fact to the Company that cannot be assigned in the manner described hereinexecute any such papers on his behalf, the Executive agrees and to unconditionally waive the enforcement of such rights. The Executive hereby waives take any and all currently existing actions as the Company may deem necessary or desirable in order to protect its rights and future monetary rights interests in and to any Invention, under the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Companyconditions described herein.

Inventions. (a) The Executive acknowledges and agrees that all ideasto promptly disclose to the Company in writing any invention, methods, inventions, discoveries, improvementsimprovement, work productsof authorship, developmentsdiscovery, software, know-how, processes, techniques, methods, works of authorship and other work product, or idea (whether patentable or unpatentablenot and including those which may be subject to copyright protection) generated, (A) that are conceived, or reduced to practicepractice by the Executive, createdalone or in conjunction with others, inventedduring or after working hours, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope while an employee of the Executive’s work with Company (“Inventions”); and all such Inventions shall be the exclusive property of the Company or that and are hereby assigned to the Company, except if the Invention does not relate to the business, operations existing or actual or demonstrably anticipated research or development reasonably foreseeable business interests of the Company, and the Company may, in its sole discretion, release or license that are made or conceived by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work that Invention to the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete upon written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveysFurther, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense., give the Company all assistance it reasonably requires to perfect, protect, and use its rights to Inventions. In particular, but without limitation, Executive will sign all documents, do all things, and supply all information that the Company may deem necessary or desirable to: (a) Transfer or record the transfer of Executive’s entire right, title, and interest in Inventions; and (b) In additionEnable the Company to obtain patent, copyright, or trademark protection for Inventions anywhere in the world. The obligations of Executive under this Section shall continue beyond the termination of employment with respect to Inventions will conceived or made by Executive during the period of Executive’s employment and shall be deemed Work for Hirebinding upon assigns, as such term is defined under executors, administrators, and other legal representatives. For purposes of this Agreement, any Invention relating to the copyright laws of the United States, on behalf business of the Company and the on which Executive agrees that markets a new competitive product, files a patent application, or seeks copyright protection within one (1) year after termination of employment with the Company will shall be presumed to be an Invention conceived by Executive during the sole owner term of the InventionsExecutive’s employment, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations subject to proof to the Executive. If the Inventionscontrary by good faith, or any portion thereof, are deemed not to be Work for Hire, or the rights in written and duly corroborated records establishing that such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers Invention was conceived and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all made following termination of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Companyemployment.

Inventions. (a) The Executive acknowledges will make full and agrees that prompt disclosure to the Company of all ideasinventions, methods, inventionsimprovements, discoveries, improvements, work productsmethods, developments, software, know-how, processes, techniques, methods, and works of authorship and other work productauthorship, whether patentable or unpatentablenot, (A) that which are created, made, conceived or reduced to practice, created, invented, designed, developed, contributed topractice by her, or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the businessunder her direction, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his her employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company whether or not during normal working hours or on the Executive’s own time, but only insofar premises of the Company (all of which are collectively referred to in this Agreement as the Inventions are related “Inventions”). (b) The Executive agrees to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively assign and does hereby assign to the Company (or its designee)any person or entity designated by the Company) all of her right, whether title and interest in and to all Inventions and related patents, patent applications, trade secrets, copyrights and copyright applications. However, this Section 6(b) shall not apply to Inventions which are unrelated to the present or planned business or research and development of the Company and which are made and conceived by the Executive outside of normal working hours, outside the Company’s premises and do not patent involve use of the Company’s tools, devices, equipment or other applications for intellectual property protection are filed thereon (the “Inventions”)Proprietary Information. The Executive will keep full and complete written records understands that, to the extent this Agreement is to be construed in accordance with the laws of any state which precludes a requirement in an Executive agreement to assign certain classes of inventions made by an Executive, this Section 6(b) shall be interpreted to not apply to any invention which a court rules and/or the Company agrees to fall within such classes. (the “Records”), in the manner prescribed by c) The Executive agrees to cooperate fully with the Company, of all Inventions, both during and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of after her employment with the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns with respect to the Company the Inventions procurement, maintenance and all patents or enforcement of patents, trademarks, copyrights and other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, (both in the Executive’s name or in the name of the Company (or its designee), applications for patents United States and equivalent rights (the “Applications”)foreign countries) relating to Inventions. The Executive will, at any time during and subsequent to his term of employment, make such applications, shall sign such all papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Invention. The Executive further agrees that if the Company is unable to secure the signature of the Executive on any such papers with reasonable effort, an executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results irrevocably designates and proceeds appoints each executive officer of the Executive’s service Company as her agent and attorney-in-fact to the Company that cannot be assigned in the manner described hereinexecute any such papers on her behalf, the Executive agrees and to unconditionally waive the enforcement of such rights. The Executive hereby waives take any and all currently existing actions as the Company may deem necessary or desirable in order to protect its rights and future monetary rights interests in and to any Invention, under the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Companyconditions described herein.

Inventions. (a) The Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive 5 agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Company.

Inventions. (a) The Executive acknowledges recognizes that the Company and its affiliates possess a proprietary interest in all of the Confidential Information and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of Executive, except as otherwise agreed between the Company and Executive in writing. Executive expressly agrees that all ideas, methodsany products, inventions, discoveriesdiscoveries or improvements made by Executive in the course of Executive’s employment, improvementsincluding any of the foregoing which is based on or arises out of the Confidential Information, work shall be the property of and inure to the exclusive benefit of the Company. Executive further agrees that any and all products, developmentsinventions, softwarediscoveries or improvements developed by Executive (whether or not able to be protected by copyright, know-how, processes, techniques, methods, works patent or trademark) during the course of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed tohis employment, or improved with involving the use of any Company the time, materials or other resources and/or within the scope of the Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development any of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Companyits affiliates, shall belong exclusively be promptly disclosed to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (and shall become the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers shall execute and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in deliver any and all countriesdocuments necessary or appropriate to implement the foregoing. i. Excluded from “Inventions” are information-oriented products that Executive has Company’s permission to develop, whether during or subsequent to his term of employment, together with the right to file, copyright and market in the Executive’s name or in and retain all personal rights to. Such examples would include Books, coaching products, personal appearances, speaking engagements, and all drafts, ideas, pictures, drawings, graphics, titles and outlines (collectively the name of the Company (or its designee“Work”), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United StatesStates and any other jurisdiction where the Work may be recognized. As such, on behalf of the Company Executive is and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions Work (including copyrights therein), from inception, perpetually, throughout the universe. Executive will have the right to register Books or other Works and all patents elements thereof for copyright in his sole name, and other registrations for intellectual property that may issue thereonthe right to edit, includingalter, without limitationsell, any rights that would license, distribute and otherwise accrue to exploit the Executive’s benefit by virtue of the Executive being an employee of Book or other service provider to Works and/or any portions thereof in all media or formats now known or hereafter devised, in perpetuity, throughout the Companyuniverse. Executive can utilize the marketing and/or publishing services of his choice for the Books or Works that he authors and develops.

Inventions. (a) The Executive acknowledges recognizes and agrees that all ideas, methodsinventions, inventionspatents, copyrights, copyright designs, trade secrets, trademarks, processes, discoveries, improvements, work products, developmentsenhancements, software, know-howsource code, processescatalogues, techniquesprints, methodsbusiness applications, works of authorship plans, writings, and other developments or improvements and all other intellectual property and proprietary rights and any derivative work productbased thereon (the “Inventions”) made, conceived, or completed by the Executive, alone or with others, during the term of his employment, whether patentable or unpatentablenot during working hours, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the ExecutiveEmployer’s work with the Company business operations or that relate to any of the businessEmployer’s work or projects (including any and all inventions based wholly or in part upon ideas conceived during the Executive’s employment with the Employer), operations are the sole and exclusive property of the Employer. The Executive further agrees that (1) he will promptly disclose all Inventions to the Employer and hereby assigns to the Employer all present and future rights he has or may have in those Inventions, including without limitation those relating to patent, copyright, trademark or trade secrets; and (2) all of the Inventions eligible under the copyright laws are “work made for hire.” At the request of the Employer, the Executive will do all things deemed by the Employer to be reasonably necessary to perfect title to the Inventions in the Employer and to assist in obtaining for the Employer such patents, copyrights or other protection as may be provided under law and desired by the Employer, including but not limited to executing and signing any and all relevant applications, assignments or other instruments. The Executive hereby irrevocably designates and appoints the Employer and its duly authorized officers and agents as the Executive’s agents and attorneys‑in‑fact to act for and on the Executive’s behalf and instead of the Executive, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by the Executive, and the Executive acknowledges that this designation and appointment constitutes an irrevocable power of attorney and is coupled with an interest. Notwithstanding the foregoing, pursuant to Sections 2870 and 2872 of the California Labor Code, the Employer hereby notifies the Executive that the provisions of this Paragraph 10D shall not apply to any Inventions for which no equipment, supplies, facility or trade secret information of the Employer was used and which were developed entirely on the Executive’s own time, unless (1) the Invention relates (i) to the business of the Employer, or (ii) to actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with CompanyEmployer, or (B2) suggested by the Invention results from any work that performed by the Executive performs in connection with for the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”)Employer. The Executive A copy of Code Sections 2870 and 2872 will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation made available to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expenseupon his request. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Company.

Inventions. (a) The Executive acknowledges and agrees that shall promptly disclose to the Company in writing all Inventions (defined as ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship improvements and other work productdiscoveries, whether patentable or unpatentablenot such are patentable, (A) that are copyrightable or protectable under any statutory or regulatory scheme, and whether or not in writing or reduced to practice) and Works of Authorship (defined as writings, createddrawings, inventedsoftware, designedand any other works of authorship, developedwhether or not such are copyrightable) which are conceived, contributed tomade, discovered, written or created by Executive alone or jointly with another person, group, or improved with entity, whether during the use normal hours of any Company resources and/or within the scope of the Executive’s work with employment at the Company or that relate on Executive’s own time during the term of this Agreement and for one (1) year after termination of this Agreement. Executive shall make all disclosures to the businessCompany in a written report setting forth in detail the structures, operations procedures and methodology employed and the results achieved. Executive, by signing this Agreement, to the extent that he has the legal right to do so, hereby assigns and agrees to assign all rights, title and interests to all such Inventions and Works of Authorship described above to the Company and hereby acknowledges that any and all of said Inventions and Works of Authorship are the property of the Company. Executive shall give the Company all the assistance it reasonably requires in order for Company to perfect, protect, and use its rights to Inventions and Works of Authorship. Executive shall sign all such documents, take all such actions and supply all such information that the Company deems necessary or desirable in order to transfer or record the transfer of Executive’s entire right, title and interest in such Inventions and Works of Authorship; and in order to enable the Company to obtain exclusive patent, copyright, or other legal protection for Inventions and Works of Authorship. The Company shall bear all expenses in this regard. (b) Notice: Minnesota law exempts from this section 5.3 “an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee’s own time, and (1) which does not relate (a) directly to the business of the employer or (b) to the employer’s actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with Companydevelopment, or (B2) suggested by which does not result from any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed performed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions employee for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expenseemployer. (b) In addition” For purposes of this paragraph, the Inventions will be deemed Work for Hire, as such term “inventions” is defined under the copyright laws acknowledged to include Works of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the CompanyAuthorship.

Inventions. (a) The Executive acknowledges will make full and agrees that prompt disclosure to the Company of all ideasinventions, methods, inventionsimprovements, discoveries, improvements, work productsmethods, developments, software, know-how, processes, techniques, methods, and works of authorship and other work productauthorship, whether patentable or unpatentablenot, (A) that which are created, made, conceived or reduced to practice, created, invented, designed, developed, contributed topractice by him, or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the businessunder his direction, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company whether or not during normal working hours or on the Executive’s own time, but only insofar premises of the Company (all of which are collectively referred to in this Agreement as the Inventions are related “Inventions”). (b) The Executive agrees to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively assign and does hereby assign to the Company (or its designee)any person or entity designated by the Company) all of his right, whether title and interest in and to all Inventions and related patents, patent applications, trade secrets, copyrights and copyright applications. However, this Section 6(b) shall not apply to Inventions which are unrelated to the present or planned business or research and development of the Company and which are made and conceived by the Executive outside of normal working hours, outside the Company’s premises and do not patent involve use of the Company’s tools, devices, equipment or other applications for intellectual property protection are filed thereon (the “Inventions”)Proprietary Information. The Executive will keep full and complete written records understands that, to the extent this Agreement is to be construed in accordance with the laws of any state which precludes a requirement in an Executive agreement to assign certain classes of inventions made by an Executive, this Section 6(b) shall be interpreted to not apply to any invention which a court rules and/or the Company agrees to fall within such classes. (the “Records”), in the manner prescribed by c) The Executive agrees to cooperate fully with the Company, of all Inventions, both during and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of after his employment with the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns with respect to the Company the Inventions procurement, maintenance and all patents or enforcement of patents, trademarks, copyrights and other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, (both in the Executive’s name or in the name of the Company (or its designee), applications for patents United States and equivalent rights (the “Applications”)foreign countries) relating to Inventions. The Executive will, at any time during and subsequent to his term of employment, make such applications, shall sign such all papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Invention. The Executive further agrees that if the Company is unable to secure the signature of the Executive on any such papers with reasonable effort, an executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results irrevocably designates and proceeds appoints each executive officer of the Executive’s service Company as his agent and attorney-in-fact to the Company that cannot be assigned in the manner described hereinexecute any such papers on his behalf, the Executive agrees and to unconditionally waive the enforcement of such rights. The Executive hereby waives take any and all currently existing actions as the Company may deem necessary or desirable in order to protect its rights and future monetary rights interests in and to any Invention, under the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Companyconditions described herein.

Inventions. (a) The Executive acknowledges will make full and agrees that prompt disclosure to the Company of all ideasinventions, methods, inventionsimprovements, discoveries, improvements, work productsmethods, developments, software, know-how, processes, techniques, methods, and works of authorship and other work productauthorship, whether patentable or unpatentablenot, (A) that which are created, made, conceived or reduced to practice, created, invented, designed, developed, contributed topractice by her, or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the businessunder her direction, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his her employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company whether or not during normal working hours or on the Executive’s own time, but only insofar premises of the Company (all of which are collectively referred to in this Agreement as the Inventions are related “Inventions”). (b) The Executive agrees to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively assign and does hereby assign to the Company (or its designee)any person or entity designated by the Company) all of her right, whether title and interest in and to all Inventions and related patents, patent applications, trade secrets, copyrights and copyright applications. However, this Section 6(b) shall not apply to Inventions which are unrelated to the present or planned business or research and development of the Company and which are made and conceived by the Executive outside of normal working hours, outside the Company’s premises and do not patent involve use of the Company’s tools, devices, equipment or other applications for intellectual property protection are filed thereon (the “Inventions”)Proprietary Information. The Executive will keep full and complete written records understands that, to the extent this Agreement is to be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 6(b) shall be interpreted to not apply to any invention which a court rules or the Company agrees to fall within such classes. (the “Records”), in the manner prescribed by c) The Executive agrees to cooperate fully with the Company, of all Inventions, both during and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of after her employment with the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns with respect to the Company the Inventions procurement, maintenance and all patents or enforcement of patents, trademarks, copyrights and other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, (both in the Executive’s name or in the name of the Company (or its designee), applications for patents United States and equivalent rights (the “Applications”)foreign countries) relating to Inventions. The Executive will, at any time during and subsequent to his term of employment, make such applications, shall sign such all papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Invention. The Executive further agrees that if the Company is unable to secure the signature of the Executive on any such papers with reasonable effort, an executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results irrevocably designates and proceeds appoints each executive officer of the Executive’s service Company as her agent and attorney-in-fact to the Company that cannot be assigned in the manner described hereinexecute any such papers on her behalf, the Executive agrees and to unconditionally waive the enforcement of such rights. The Executive hereby waives take any and all currently existing actions as the Company may deem necessary or desirable in order to protect its rights and future monetary rights interests in and to any Invention, under the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Companyconditions described herein.

Inventions. (a) The Executive acknowledges and agrees that all ideas, methods, inventions, discoveriesmodifications, improvementsinnovations, work productsdiscoveries or other developments related directly or indirectly to the Company's business (collectively "Inventions") made by Executive while employed by the Company shall be the property of the Company and that the Company shall have the exclusive proprietary rights and ownership in them. (b) Executive will make full and prompt disclosure to the Company of all Inventions, developmentswhich are created, softwaremade, know-how, processes, techniques, methods, works of authorship and other work productconceived or reduced to practice by Executive or jointly with others while employed by the Company, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, not during normal working hours or improved with on the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development premises of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related subject to California Labor Code Section 2870 to the Executive’s work as an employee or other service provider extent applicable. (c) Executive agrees to the Company, shall belong exclusively assign and does hereby assign to the Company (or its designee)any person or entity designated by the Company) all of Executive's right, whether title and interest in and to all Inventions and all related patents, patent applications, copyrights and copyright applications. This Section 9 shall not apply to inventions which do not relate to the present or planned business or research and development of the Company and which are made and conceived by the Executive not patent during normal working hours, not on the Company's premises and not using the Company's tools, devices, equipment or other applications for intellectual property protection are filed thereon Confidential Information. Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any state (such as California Labor Code Section 2870 to the “Inventions”)extent applicable) which precludes a requirement in any employee agreement to assign certain classes of Inventions made by an employee, this Section 10 shall be interpreted not to apply to any Invention which a court rules and/or the Company agrees falls within such classes. The Executive will keep full and complete written records also hereby waives all claims to moral or equitable rights in any Inventions. (the “Records”), in the manner prescribed by d) Executive agrees to cooperate fully with the Company, both during and after the term of all Inventionsthis Agreement, and will promptly disclose all Inventions completely and in writing at the Company's sole expense, with respect to the Company. The Records shall be the sole procurement, maintenance and exclusive property enforcement of the Companycopyrights, patents and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, (both in the Executive’s name or in the name of the Company (or its designee)United States and foreign countries) relating to Inventions. Executive shall, applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s 's expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and sign all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventionspapers, including, without limitation, all copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which are reasonably necessary or desirable in order to protect the Company's rights and interests in any Invention. Executive further agrees that if the Company is unable, after reasonable effort, to secure the signature of Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive’s right, title and the Executive hereby irrevocably designates and appoints each executive officer of the Company as Executive's agent and attorney-in-fact to execute any such papers on Executive's behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interest in the copyrights (and all renewals, revivals and extensions thereof) to the any Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, under the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or conditions described in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the this sentence. (e) Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent acknowledges that the Executive has any rights in the results and proceeds of the Executive’s service Company from time to time may have agreements with other parties which impose obligations or restrictions on the Company that cannot be assigned in regarding Inventions made during the manner described herein, course of work under such agreements or regarding the confidential nature of such work. Executive agrees to unconditionally waive the enforcement of be bound by all such rights. The obligations and restrictions which are made known to Executive hereby waives any and all currently existing and future monetary rights in and to take all action necessary to discharge the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue obligations of the Executive being an employee of or other service provider to the CompanyCompany under such agreements.

Inventions. (a) The Executive acknowledges will make full and agrees that prompt disclosure to the Company of all ideasinventions, methods, inventionsimprovements, discoveries, improvements, work productsmethods, developments, software, know-how, processes, techniques, methods, and works of authorship and other work productauthorship, whether patentable or unpatentablenot, (A) that which are created, made, conceived or reduced to practice, created, invented, designed, developed, contributed topractice by him, or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the businessunder his direction, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company whether or not during normal working hours or on the Executive’s own time, but only insofar premises of the Company (all of which are collectively referred to in this Agreement as the Inventions are related “Inventions”). (b) The Executive agrees to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively assign and does hereby assign to the Company (or its designee)any person or entity designated by the Company) all of his right, whether title and interest in and to all Inventions and related patents, patent applications, trade secrets, copyrights and copyright applications. However, this paragraph 2(b) shall not apply to Inventions which are unrelated to the present or planned business or research and development of the Company and which are made and conceived by the Executive outside of normal working hours, outside the Company’s premises and do not patent involve use of the Company’s tools, devices, equipment or other applications for intellectual property protection are filed thereon (the “Inventions”)Proprietary Information. The Executive will keep full and complete written records understands that, to the extent this Agreement is to be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 2(b) shall be interpreted to not apply to any invention which a court rules and/or the Company agrees to fall within such classes. (the “Records”), in the manner prescribed by c) The Executive agrees to cooperate fully with the Company, of all Inventions, both during and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of after his employment with the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns with respect to the Company the Inventions procurement, maintenance and all patents or enforcement of patents, trademarks, copyrights and other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, (both in the Executive’s name or in the name of the Company (or its designee), applications for patents United States and equivalent rights (the “Applications”)foreign countries) relating to Inventions. The Executive will, at any time during and subsequent to his term of employment, make such applications, shall sign such all papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Invention. The Executive further agrees that if the Company is unable to secure the signature of the Executive on any such papers with reasonable effort, an executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results irrevocably designates and proceeds appoints each executive officer of the Executive’s service Company as his agent and attorney-in-fact to the Company that cannot be assigned in the manner described hereinexecute any such papers on his behalf, the Executive agrees and to unconditionally waive the enforcement of such rights. The Executive hereby waives take any and all currently existing actions as the Company may deem necessary or desirable in order to protect its rights and future monetary rights interests in and to any Invention, under the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Companyconditions described herein.

Inventions. (a) The 8.1 Executive acknowledges understands and agrees that all Inventions are the exclusive property of Company. As used in this Agreement, “Inventions” shall include without limitation ideas, methodsdiscoveries, developments, concepts, inventions, discoveriesoriginal works of authorship, improvementstrademarks, work productsmask works, developmentstrade secrets, softwareideas, data, information, know-how, processesdocumentation, techniquesformulae, results, prototypes, designs, methods, works processes, products, formulas and techniques, improvements to any of authorship the foregoing, and all other work productmatters ordinarily intended by the words “intellectual property,” whether or not patentable, whether patentable copyrightable, or unpatentableotherwise able to be registered, (A) that which are reduced to practicedeveloped, created, inventedconceived of or reduced to practice by Executive, designedalone or with others, developedduring Executive’s employment with Company or Affiliates, contributed towhether or not during working hours or within three (3) months thereafter and related to Company’s then existing or proposed business. In recognition of Company’s ownership of all Inventions, Executive shall make prompt and full disclosure to Company of, will hold in trust for the sole benefit of Company, and (subject to Section 8.2 below) hereby assigns, and agrees to assign in the future, exclusively to Company all of Executive’s right, title, and interest in and to any and all such Inventions. 8.2 Executive understands that Executive’s obligation to assign inventions shall not apply to any inventions for which no equipment, supplies, facilities, or improved with the use trade secret information of any Company resources and/or within the scope of the was used and that was developed entirely on Executive’s work with own time, unless (a) the Company or that relate invention relates (i) directly to the businessbusiness of Company, operations or (ii) to Company’s actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with Companydevelopment, or (Bb) suggested by the invention results from any work that performed by Executive for Company. 8.3 To the extent any works of authorship created by Executive performs in connection with made within the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, scope of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfectconsidered “works made for hire” under United States copyright laws, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, they are deemed not hereby agreed to be Work works made for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventionshire. To the extent that the Executive has any rights in the results such works do not qualify as a “work made for hire” under applicable law, and proceeds of the Executive’s service to the extent they include material subject to copyright, Executive hereby irrevocably and exclusively assigns and conveys all rights, title and interests in such works to Company that cannot be assigned in the manner described hereinsubject to no liens, the Executive agrees to unconditionally waive the enforcement of such claims or reserved rights. The Executive hereby waives any and all currently existing “moral rights” that may be applicable to any of the foregoing, for any and future monetary rights all uses, alterations, and exploitation thereof by Company, or its 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 Company or its successors, assignees or licensees, based on or to enforce such rights. Without limiting the preceding, Executive agrees that Company may in its discretion edit, modify, recast, use, and promote any such works of authorship, and derivatives thereof, without the use of Executive’s name or image, without compensation to Executive other than that expressly set forth herein. 8.4 Executive hereby waives and quitclaims to Company 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 Company and take all other such acts requested by Company (including signing applications for patents, assignments, and other papers, and such things as Company may require) to enable Company 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 Company and its officers and agents as Executive’s agent and attorney-in-fact to execute such documents on Executive’s behalf. 8.5 Executive agrees that there are no Inventions made by Executive prior to Executive’s employment with Company and belonging to Executive that Executive wishes to have excluded from this Section 8 (the “Excluded Inventions”). If during Executive’s employment with Company, Executive uses in the specifications or development of, or otherwise incorporates into a product, process, service, technology, or machine of Company, or otherwise uses any invention, proprietary know-how, or other intellectual property in existence before the Effective Date owned by Executive or in which Executive has any interest (“Existing Know How”), Company is hereby granted and shall have a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide right and license under the Existing Know-How (including any patent or other intellectual property rights therein) to make, have made, use, sell, reproduce, distribute, make derivative works from, publicly perform and display, and import, and to sublicense any and all patents and other registrations for intellectual property of the foregoing rights to that may issue thereon, including, Existing Know-How (including the right to grant further sublicenses) without limitation, any rights that would otherwise accrue restriction as to the extent of Executive’s benefit ownership or interest, for so long as such Existing Know-How is in existence and is licensable by virtue of the Executive being an employee of or other service provider to the CompanyExecutive.

Inventions. 6.1 Employee agrees to promptly inform and to disclose 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 Employee's employment with the Company, Employee 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 other form of protection which (a) The Executive related to the actual business or research of development of the Company or its affiliates; or (b) was suggested by or resulted from any task assigned or to be assigned to Employee or performed by Employee 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 meeting both conditions (a) and (b) above. Employee further acknowledges and agrees that all ideascopyright and any other intellectual property right in Inventions and related documentation, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, and other works of authorship and other work productauthorship, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or created within the scope of Employee's employment, are "works for hire" and are the Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company. 6.2 In connection with any of the Inventions assigned by Section 6.1, and the Executive will surrender them upon the termination of his employment or upon Employee shall, on the Company’s 's request. The Executive irrevocably conveys, transfers and assigns promptly execute a specific assignment of title to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time do anything else reasonably necessary to time by enable the Company or such designee to perfectsecure a patent, record, enforce, protect, patent copyright or register the Company’s rights other form of protection therefor in the Inventions, all without additional compensation to the Executive from the Company. The Executive will also execute assignments to the Company (or its designee) of the Applications, United States and give in other countries. 6.3 Employee further acknowledges and agrees that the Company and its attorneys affiliates, licensees, successors or assigns (direct or indirect) are not required to designate Employee as an author of any Invention which is subject to Section 6.1, when it is distributed, publicly or otherwise, or to secure my permission to change or otherwise alter its integrity. Employee hereby waives and releases, to the extent permitted by law, all reasonable assistance (including rights in and to such designation and any rights that Employee may have concerning modifications of such Inventions. 6.4 Employee understands that any rights, waivers, releases and assignments herein granted and made by Employee are freely assignable by the giving of testimony) to obtain the Inventions Company and are for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf benefit of the Company and its affiliates, licensees, successors and assigns. 6.5 Employee affirms that Employee has not disclosed and will not disclose to anyone outside of the Executive agrees Company and its affiliates, or has used, or will use, any Confidential Information or material 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. 6.6 Employee 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 Employee (a) refuses to perform those acts or (b) is unavailable, within the meaning of the United States Patent and Copyright Laws. It is expressly intended by Employee that the Company will be foregoing power of attorney is coupled with an interest. 6.7 Employee shall keep complete, accurate and authentic information and records on all Inventions in the sole owner of manner and form reasonably requested by the InventionsCompany. Such information and records, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion copies thereof, are deemed not to shall be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all property of the Executive’s right, title and interest in Company as to any Inventions within the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights meaning of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefromthis Agreement. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive Employee agrees to unconditionally waive the enforcement promptly surrender all such original and copies of such rights. The Executive hereby waives any information and all currently existing and future monetary rights in and to records at the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue request of the Executive being an employee of or other service provider to the Company.

Inventions. (a) The Executive acknowledges will make full and agrees that prompt disclosure to the Company of all ideasinventions, methods, inventionsimprovements, discoveries, improvements, work productsmethods, developments, software, know-how, processes, techniques, methods, and works of authorship and other work productauthorship, whether patentable or unpatentablenot, (A) that which are created, made, conceived or reduced to practice, created, invented, designed, developed, contributed topractice by him, or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the businessunder his direction, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company whether or not during normal working hours or on the Executive’s own time, but only insofar premises of the Company (all of which are collectively referred to in this Agreement as the Inventions are related “Inventions”). (b) The Executive agrees to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively assign and does hereby assign to the Company (or its designee)any person or entity designated by the Company) all of his right, whether title and interest in and to all Inventions and related patents, patent applications, trade secrets, copyrights and copyright applications. However, this Section 6(b) shall not apply to Inventions which are unrelated to the present or planned business or research and development of the Company and which are made and conceived by the Executive outside of normal working hours, outside the Company’s premises and do not patent involve use of the Company’s tools, devices, equipment or other applications for intellectual property protection are filed thereon (the “Inventions”)Proprietary Information. The Executive will keep full and complete written records understands that, to the extent this Agreement is to be construed in accordance with the laws of any state which precludes a requirement in an employment agreement to assign certain classes of inventions made by an employee, this Section 6(b) shall be interpreted to not apply to any invention which a court rules and/or the Company agrees to fall within such classes. (the “Records”), in the manner prescribed by c) The Executive agrees to cooperate fully with the Company, of all Inventions, both during and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of after his employment with the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns with respect to the Company the Inventions procurement, maintenance and all patents or enforcement of patents, trademarks, copyrights and other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, (both in the Executive’s name or in the name of the Company (or its designee), applications for patents United States and equivalent rights (the “Applications”)foreign countries) relating to Inventions. The Executive will, at any time during and subsequent to his term of employment, make such applications, shall sign such all papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Invention. The Executive further agrees that if the Company is unable to secure the signature of the Executive on any such papers with reasonable effort, an executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results irrevocably designates and proceeds appoints each executive officer of the Executive’s service Company as his agent and attorney-in-fact to the Company that cannot be assigned in the manner described hereinexecute any such papers on his behalf, the Executive agrees and to unconditionally waive the enforcement of such rights. The Executive hereby waives take any and all currently existing actions as the Company may deem necessary or desirable in order to protect its rights and future monetary rights interests in and to any Invention, under the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Companyconditions described herein.

Inventions. (a) The Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the 4 Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Company.

Inventions. (a) The Executive acknowledges will make full and agrees that prompt disclosure to the Company of all ideasinventions, methods, inventionsimprovements, discoveries, improvements, work productsmethods, developments, software, know-how, processes, techniques, methods, and works of authorship and other work productauthorship, whether patentable or unpatentablenot, (A) that which are created, made, conceived or reduced to practice, created, invented, designed, developed, contributed topractice by him, or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the businessunder his direction, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company whether or not during normal working hours or on the Executive’s own time, but only insofar premises of the Company (all of which are collectively referred to in this Agreement as the Inventions are related “Inventions”). (b) The Executive agrees to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively assign and does hereby assign to the Company (or its designee)any person or entity designated by the Company) all of [his/her] right, whether title and interest in and to all Inventions and related patents, patent applications, trade secrets, copyrights and copyright applications. However, this Section 6(b) shall not apply to Inventions which are unrelated to the present or planned business or research and development of the Company and which are made and conceived by the Executive outside of normal working hours, outside the Company’s premises and do not patent involve use of the Company’s tools, devices, equipment or other applications for intellectual property protection are filed thereon (the “Inventions”)Proprietary Information. The Executive will keep full and complete written records understands that, to the extent this Agreement is to be construed in accordance with the laws of any state which precludes a requirement in an Executive agreement to assign certain classes of inventions made by an Executive, this Section 6(b) shall be interpreted to not apply to any invention which a court rules and/or the Company agrees to fall within such classes. (the “Records”), in the manner prescribed by c) The Executive agrees to cooperate fully with the Company, of all Inventions, both during and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of after [his/her] employment with the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns with respect to the Company the Inventions procurement, maintenance and all patents or enforcement of patents, trademarks, copyrights and other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, (both in the Executive’s name or in the name of the Company (or its designee), applications for patents United States and equivalent rights (the “Applications”)foreign countries) relating to Inventions. The Executive will, at any time during and subsequent to his term of employment, make such applications, shall sign such all papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Invention. The Executive further agrees that if the Company is unable to secure the signature of the Executive on any such papers with reasonable effort, an executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results irrevocably designates and proceeds appoints each executive officer of the Executive’s service Company as his agent and attorney-in-fact to the Company that cannot be assigned in the manner described hereinexecute any such papers on his behalf, the Executive agrees and to unconditionally waive the enforcement of such rights. The Executive hereby waives take any and all currently existing actions as the Company may deem necessary or desirable in order to protect its rights and future monetary rights interests in and to any Invention, under the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Companyconditions described herein.

Inventions. (a) The Executive acknowledges recognizes and agrees that all ideas, methodsinventions, inventionspatents, copyrights, copyright designs, trade secrets, trademarks, processes, discoveries, improvements, work products, developmentsenhancements, software, know-howsource code, processescatalogues, techniquesprints, methodsbusiness applications, works of authorship plans, writings, and other developments or improvements and all other intellectual property and proprietary rights and any derivative work productbased thereon (the “Inventions”) made, conceived, or completed by the Executive, alone or with others, during the term of her employment, whether patentable or unpatentablenot during working hours, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the ExecutiveEmployer’s work with the Company business operations or that relate to any of the businessEmployer’s work or projects (including any and all inventions based wholly or in part upon ideas conceived during the Executive’s employment with the Employer), operations are the sole and exclusive property of the Employer. The Executive further agrees that (1) she will promptly disclose all Inventions to the Employer and hereby assigns to the Employer all present and future rights she has or may have in those Inventions, including without limitation those relating to patent, copyright, trademark or trade secrets; and (2) all of the Inventions eligible under the copyright laws are “work made for hire.” At the request of the Employer, the Executive will do all things deemed by the Employer to be reasonably necessary to perfect title to the Inventions in the Employer and to assist in obtaining for the Employer such patents, copyrights or other protection as may be provided under law and desired by the Employer, including but not limited to executing and signing any and all relevant applications, assignments or other instruments. The Executive hereby irrevocably designates and appoints the Employer and its duly authorized officers and agents as the Executive’s agents and attorneys-in-fact to act for and on the Executive’s behalf and instead of the Executive, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by the Executive, and the Executive acknowledges that this designation and appointment constitutes an irrevocable power of attorney and is coupled with an interest. Notwithstanding the foregoing, pursuant to Sections 2870 and 2872 of the California Labor Code, the Employer hereby notifies the Executive that the provisions of this Paragraph 9D shall not apply to any Inventions for which no equipment, supplies, facility or trade secret information of the Employer was used and which were developed entirely on the Executive’s own time, unless (1) the Invention relates (i) to the business of the Employer, or (ii) to actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with CompanyEmployer, or (B2) suggested by the Invention results from any work that performed by the Executive performs in connection with for the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”)Employer. The Executive A copy of Code Sections 2870 and 2872 will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation made available to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expenseupon her request. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Company.

Inventions. (ai) The Executive acknowledges Employee is employed by Company for the purpose of designing, developing, creating, deriving, programming, and/or marketing computer programs and/or providing implementation, training and support services for the foregoing. Therefore, Employee agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship discoveries and other work product, whether patentable or unpatentable, (A) that are reduced to practiceinventions conceived, created, inventedor devised in whole or in part by Employee, designed, developed, contributed to, alone or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his the term of Employee's employment with Company which (1) directly relate in any manner, or are directly useful to, the business conducted by Company, (2) are developed, created or discovered as a part of Employee's employment with Company or while Employee is performing services for Company, (3) are developed, created or discovered, in whole or in part, through the use of the employees, independent contractors, facilities, equipment, trade secrets or other resources of Company, or (B4) suggested arise out of tests, research or work carried out or being carried out by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The Executive will also execute assignments Employee assigns and transfers to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s Employee's right, title and interest in the copyrights (and to all Inventions, including all of Employee's right, title and interest in and to any patents, patent applications, patent rights, patent claims and allowances, copyrights, design rights, and all renewals, revivals applications and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit registrations thereof for the Inventions anywhere in the world. Employee agrees to promptly disclose all Inventions to Company. Employee further agrees to execute and deliver to Company all rights documents that Company requests in order to xxx at law or in equity for register any infringementpatent, copyright, or other unauthorized intellectual property rights Company may have to any Invention, or to vest ownership of any such Invention in Company, at Company's sole cost and expense. Employee further agrees that during and after termination of Employee's employment with Company Employee will not use or conduct disclose any information regarding any Invention except in derogation accordance with the provisions contained in this Agreement. (ii) Company and Employee agree that the terms of Section (b)(i) above shall not apply to any Invention invented and developed by Employee without the use of any of Company's equipment, supplies, facilities, personnel or intellectual property rights, and which is invented and developed entirely or Employee's own time, unless the Invention (i) is directly useful in, or directly relates in any manner to, the business conducted by Company, or (ii) arises out of tests, research or work carried out or being carried out by Company. (iii) Employee acknowledges that Employee has received from Company a copy of the Inventions, known or unknown, prior to Illinois Employee Patent Act and by this Agreement all notices required in connection with the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the CompanyIllinois Employee Patent Act.

Inventions. (ai) The Executive acknowledges For purposes of this Section 5b, the term “Inventions” collectively means any and agrees that all ideas, methodsconcepts, inventions, discoveries, improvements, work products, developments, softwareknow how, know-howstructures, designs, formulas, algorithms, methods, products, processes, techniques, methods, works systems and technologies in any stage of authorship and other work product, whether patentable or unpatentable, (A) development that are conceived, developed or reduced to practicepractice by the Executive alone or with others during the term of this Agreement and any and all patents, createdpatents pending, inventedcopyrights, designedmoral rights, developedtrademarks and any other intellectual property rights therein; and any and all improvements, contributed tomodifications, or improved with derivative works from, other rights in and claims related to any of the use foregoing under the laws of any Company resources and/or within the scope of the Executive’s work with jurisdiction. (ii) The Executive agrees to disclose promptly to the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, all ideas and that are made or conceived by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work inventions that the Executive performs in connection believes or should believe to be Inventions along with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider all relevant records thereof. The Executive hereby assigns and transfers to the Company, shall belong exclusively to without further consideration, the Company Executive’s entire right, title and interest (or its designeethroughout the United States and Canada and in all other countries and jurisdictions), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full free and complete written records (the “Records”)clear of all liens and encumbrances, in the manner prescribed by the Company, of all and to all Inventions, and will promptly disclose all . Such Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and whether or not copyrightable or patentable or in a commercial stage of development. In addition the Executive will surrender them upon agrees to maintain adequate current written records on the termination development of his employment or upon all Inventions, which shall also remain the sole property of the Company’s request. The Executive irrevocably conveys, transfers and assigns to . (iii) In the Company the Inventions and all patents or other intellectual property rights that may issue thereon in event any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may Invention shall be requested from time to time deemed by the Company to perfectbe copyrightable or patentable or otherwise registrable, record, enforce, protect, the Executive will assist the Company in obtaining and maintaining letters patent or register the Company’s rights other applicable registrations and in the Inventions, all without additional compensation to the Executive from the Company. The Executive will also execute assignments to vesting the Company (or its designee) of the Applications, and give with full title. Should the Company and its attorneys all reasonable assistance (including be unable to secure the giving of testimony) Executive’s signature on any document necessary to obtain the Inventions for the Company’s benefitapply for, all without additional compensation prosecute, obtain, or enforce any patent, copyright or other right or protection relating to the Executive from the Companyany Invention, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations due to the Executive. If the Inventions, ’s incapacity or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Companyother cause, the Executive hereby irrevocably conveys, transfers designates and assigns to appoints the Company, all rights, in all media now known or hereinafter devised, throughout the universe Company and in perpetuity, in each of its duly authorized officers and to the Inventions, including, without limitation, all of agents as the Executive’s rightagent and attorney-in-fact to do all lawfully permitted acts to further the prosecution, title issuance, and interest in the copyrights (and all renewalsenforcement of patents, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringementcopyrights, or other unauthorized use rights or conduct in derogation of protection with the Inventionssame force and effect as if executed and delivered by the Executive. (iv) The Executive agrees that any idea, known invention, writing, discovery, patent, copyright, trademark or unknownsimilar item, prior or improvement shall be presumed to the date hereofbe an Invention if it is conceived, includingdeveloped, without limitationused, the right sold, exploited or reduced to receive all proceeds and damages therefrom. In addition, practice by the Executive hereby waives any so-called “moral rights” or with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Company.the

Inventions. a. Executive shall promptly disclose to Company, in writing, all ideas, discoveries, designs, improvements, innovations and inventions (a) The collectively referred to herein as "Inventions"),whether patentable or not, either relating to the existing or planned business, products, processes, or procedures of Company, or any parent or subsidiary of Company, or suggested by or resulting from Executive's work at Company, or resulting wholly or in part from the use of Company's time, material, facilities or ideas, which Executive acknowledges and has made or conceived or may make or conceive, whether during or outside of working hours, whether or not using resources of Company or its subsidiaries, whether alone or with others, at any time during Executive's employment or within one year after termination thereof. Executive agrees that all ideassuch Inventions shall be the exclusive property of Company. b. Executive hereby assigns to Company all his rights and interests in and to all such Inventions and all patents and copyrights which may be obtained on them, methodsin this and all foreign countries. At Company's expense, but without charge to it, Executive will execute, acknowledge and deliver to Company any specific assignments to any such Inventions or other relevant documents and take any such further action as may be considered necessary by Company at any time during or subsequent to the period of Executive's employment to obtain or defend letters patent in any and all countries or to obtain documents relating to registration, ownership or transfer of copyrights, or to vest title in such Inventions in Company or its successors or assigns or to obtain for Company any other legal protection for such Inventions, and Executive will continue to cooperate in this manner even after Executive's employment by Company terminates. c. Executive represents that he has listed and briefly described on Exhibit D attached hereto all inventions, discoveriesif any, improvementspatented or unpatented, work productswhich he conceived or made prior to his employment by Company, developmentsand which were not previously, softwarevalidly assigned to GEO Labs, know-howInc., processesor to GAP Technologies, techniquesInc., methods, works of authorship and other work product, whether patentable or unpatentable, which he wishes to exclude from this Agreement. d. Executive acknowledges that all Creative Works (Aas defined below) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with covered by the use definition of any Company resources and/or within the scope a "work made for hire" under 17 U.S.C.ss.101 of the Executive’s U.S. Copyright Act of 1976 (the "Copyright Act") will be considered a "work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Companymade for hire", and Company will be regarded as the author and owner of all copyrights in any such works. As to any Creative Works that are not "work made or conceived by for hire" under the ExecutiveCopyright Act, such that Executive is regarded as the copyright author and owner, Executive hereby assigns and agrees to assign to Company all of his right, title and interest in any such Creative Works Executive authors, either solely or jointly with others, at any time during his Executive's employment with or within one year after termination thereof, either relating to the existing or planned business, products, processes, or procedures of Company, or (B) any parent or subsidiary of Company, or suggested by any or resulting from Executive's work that the Executive performs in connection with the at Company, either while performing or resulting wholly or in part from the Executive’s duties with the Company or on the Executive’s own use of Company's time, but only insofar as the Inventions are related to the Executive’s work as an employee material, facilities or other service provider to the Companyideas, shall belong exclusively to the Company (that Executive has made or its designee)conceived or may make or conceive, whether or not patent during working hours or other applications for intellectual property protection are filed thereon (the “Inventions”)with Company's resources. The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of agrees that all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records such Creative Works shall be the sole and exclusive property of the Company. As used herein, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in "Creative Works" shall mean any and all countriesoriginal works of authorship fixed in any tangible medium of expression, whether during or subsequent including but not limited to his term writings, compilations of employmentdata, together with the right to filecharts, in the Executive’s name or in the name of the Company (or its designee)forms, applications for patents drawings, software, videos, photographs, music, designs and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oathsmask works, and perform all further including but not limited to any other acts as may be requested from time to time by the Company to perfectsubject matter for which copyright or mask work protection would apply, recordspecifically including original or revised designs, enforcecomputer software, protectadvertising and marketing materials, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The Executive will also execute assignments to the Company (or its designee) of the Applicationsinstructional and procedural manuals, and give the Company related documents and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expensecopies thereof. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Company.

Inventions. (a) Immediately upon its discovery or completion, the Executive shall promptly and fully disclose each Invention in writing to the Company. The Executive acknowledges shall make this disclosure regardless of whether an Invention is discovered, conceived or completed by the Executive alone or jointly with others, and regardless of whether or not the Invention is discovered, conceived or completed in furtherance of the Executive's duties in the service of the Company, whether pursuant to this Agreement or otherwise, and regardless of whether or not the Invention was discovered, conceived or completed during normal working hours or on the premises of Company. (b) The Executive hereby assigns, and agrees that to assign, to the Company all ideasof the Executive's rights in and to all Inventions and in and to any and all letters patent or copyrights or applications therefor at any time granted or made, methodswhether in the United States of America or in any foreign nation, inventionsupon or with respect to any Invention. (c) The Executive shall from time to time execute, acknowledge and deliver promptly to the Company (without charge to the Company but at the expense of the Company) such written instruments and documents, and shall take such other and further action with respect to any Invention, as may be necessary or desirable in order to enable the Company to obtain and maintain patents and/or copyrights therein, or to vest the entire right title and interest thereto in the Company. (d) The Executive shall not assert any rights under any Inventions as having been made or acquired by the Executive prior to the commencement of the Executive's employment with the Company. (e) For purposes of this Agreement, the term "Inventions" means discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, improvements and ideas (whether or not shown or described in writing or reduced to practice) and works of authorship and other work product(including computer software), whether or not patentable or unpatentablecopyrightable, (Ai) that are reduced or may be related to practicethe manufacture of perchlorate chemicals, createdsodium azide, invented, designed, developed, contributed tofire suppression agents competitive with Halotron(TM) fire suppression agents, or improved environmental protection products competitive with those designed or manufactured by the use of Company and its subsidiaries, or to any Company resources and/or within the scope research, development, manufacture, purchasing, accounting, engineering, marketing, merchandising, advertising, selling, leasing, financing or business methods or techniques or any improvements to any of the Executive’s work with the Company or foregoing; (ii) that relate to the business, operations or Company's actual or demonstrably anticipated research or development with respect to any of the foregoing; (iii) that result from any services at any time performed by the Executive for the Company, and that are made whether pursuant to this Agreement or conceived by the Executiveotherwise; (iv) for which equipment, solely supplies, facilities or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name trade secret information of the Company is used; or (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at v) that are developed on any Company time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service activity referred to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Companyabove.

Inventions. (a) The Executive acknowledges recognizes and agrees that all ideas, methodsinventions, inventionspatents, copyrights, copyright designs, trade secrets, trademarks, processes, discoveries, improvements, work products, developmentsenhancements, software, know-howsource code, processescatalogues, techniquesprints, methodsbusiness applications, works of authorship plans, writings, and other developments or improvements and all other intellectual property and proprietary rights and any derivative work productbased thereon (the “Inventions”) made, conceived, or completed by the Executive, alone or with others, during the term of his employment, whether patentable or unpatentablenot during working hours, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the ExecutiveEmployer’s work with the Company business operations or that relate to any of the businessEmployer’s work or projects (including any and all inventions based wholly or in part upon ideas conceived during the Executive’s employment with the Employer), operations are the sole and exclusive property of the Employer. The Executive further agrees that (1) he will promptly disclose all Inventions to the Employer and hereby assigns to the Employer all present and future rights he has or may have in those Inventions, including without limitation those relating to patent, copyright, trademark or trade secrets; and (2) all of the Inventions eligible under the copyright laws are “work made for hire.” At the request of the Employer, the Executive will do all things deemed by the Employer to be reasonably necessary to perfect title to the Inventions in the Employer and to assist in obtaining for the Employer such patents, copyrights or other protection as may be provided under law and desired by the Employer, including but not limited to executing and signing any and all relevant applications, assignments or other instruments. The Executive hereby irrevocably designates and appoints the Employer and its duly authorized officers and agents as the Executive’s agents and attorneys‑in‑fact to act for and on the Executive’s behalf and instead of the Executive, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by the Executive, and the Executive acknowledges that this designation and appointment constitutes an irrevocable power of attorney and is coupled with an interest. Notwithstanding the foregoing, pursuant to Sections 2870 and 2872 of the California Labor Code, the Employer hereby notifies the Executive that the provisions of this Paragraph 10E shall not apply to any Inventions for which no equipment, supplies, facility or trade secret information of the Employer was used and which were developed entirely on the Executive’s own time, unless (1) the Invention relates (i) to the business of the Employer, or (ii) to actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with CompanyEmployer, or (B2) suggested by the Invention results from any work that performed by the Executive performs in connection with for the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”)Employer. The Executive A copy of Code Sections 2870 and 2872 will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation made available to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expenseupon his request. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Company.

Inventions. (a) The Executive acknowledges will make full and agrees that prompt disclosure to the Company of all ideasinventions, methods, inventionsimprovements, discoveries, improvements, work productsmethods, developments, software, know-how, processes, techniques, methods, and works of authorship and other work productauthorship, whether patentable or unpatentablenot, (A) that which are created, made, conceived or reduced to practice, created, invented, designed, developed, contributed topractice by him, or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the businessunder his direction, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during and within the scope of his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company whether or not during normal working hours or on the Executive’s own time, but only insofar premises of the Company (all of which are collectively referred to in this Agreement as the Inventions are related “Inventions”). (b) The Executive agrees to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively assign and does hereby assign to the Company (or its designee)any person or entity designated by the Company) all of his right, whether title and interest in and to all Inventions and related patents, patent applications, trade secrets, copyrights and copyright applications. However, this Section 6(b) shall not apply to Inventions which are unrelated to the present or planned business or research and development of the Company and which are made and conceived by the Executive outside of normal working hours, outside the Company’s premises and do not patent involve use of the Company’s tools, devices, equipment or other applications for intellectual property protection are filed thereon (the “Inventions”)Proprietary Information. The Executive will keep full and complete written records understands that, to the extent this Agreement is to be construed in accordance with the laws of any state which precludes a requirement in an Executive agreement to assign certain classes of inventions made by an Executive, this Section 6(b) shall be interpreted to not apply to any invention which a court rules and/or the Company agrees to fall within such classes. (the “Records”), in the manner prescribed by c) The Executive agrees to cooperate fully with the Company, of all Inventions, both during and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of after his employment with the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns with respect to the Company the Inventions procurement, maintenance and all patents or enforcement of patents, trademarks, copyrights and other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, (both in the Executive’s name or in the name of the Company (or its designee), applications for patents United States and equivalent rights (the “Applications”)foreign countries) relating to Inventions. The Executive will, at any time during and subsequent to his term of employment, make such applications, shall sign such all papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Invention. The Executive further agrees that if the Company is unable to secure the signature of the Executive on any such papers with reasonable effort, an executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results irrevocably designates and proceeds appoints each executive officer of the Executive’s service Company as his agent and attorney-in-fact to the Company that cannot be assigned in the manner described hereinexecute any such papers on his behalf, the Executive agrees and to unconditionally waive the enforcement of such rights. The Executive hereby waives take any and all currently existing actions as the Company may deem necessary or desirable in order to protect its rights and future monetary rights interests in and to any Invention, under the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Companyconditions described herein.

Inventions. ​ (a) The Executive acknowledges will make full and agrees that prompt disclosure to the Company of all ideasinventions, methods, inventionsimprovements, discoveries, improvements, work productsmethods, developments, software, know-how, processes, techniques, methods, and works of authorship and other work productauthorship, whether patentable or unpatentablenot, (A) that which are created, made, conceived or reduced to practice, created, invented, designed, developed, contributed topractice by his, or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the businessunder her direction, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his her employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company whether or not during normal working hours or on the Executive’s own time, but only insofar premises of the Company (all of which are collectively referred to in this Agreement as the Inventions are related “Inventions”). ​ (b) The Executive agrees to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively assign and does hereby assign to the Company (or its designee)any person or entity designated by the Company) all of her right, whether title and interest in and to all Inventions and related patents, patent applications, trade secrets, copyrights and copyright applications. However, this Section 6(b) shall not apply to Inventions which are unrelated to the present or planned business or research and development of the Company and which are made and conceived by the Executive outside of normal working hours, outside the Company’s premises and do not patent involve use of the Company’s tools, devices, equipment or other applications for intellectual property protection are filed thereon (the “Inventions”)Proprietary Information. The Executive will keep full and complete written records understands that, to the extent this Agreement is to be construed in accordance with the laws of any state which precludes a requirement in an Executive agreement to assign certain classes of inventions made by an Executive, this Section 6(b) shall be interpreted to not apply to any invention which a court rules and/or the Company agrees to fall within such classes. ​ (the “Records”), in the manner prescribed by c) The Executive agrees to cooperate fully with the Company, of all Inventions, both during and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of after her employment with the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns with respect to the Company the Inventions procurement, maintenance and all patents or enforcement of patents, trademarks, copyrights and other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, (both in the Executive’s name or in the name of the Company (or its designee), applications for patents United States and equivalent rights (the “Applications”)foreign countries) relating to Inventions. The Executive will, at any time during and subsequent to his term of employment, make such applications, shall sign such all papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Invention. The Executive further agrees that if the Company is unable to secure the signature of the Executive on any such papers with reasonable effort, an executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results irrevocably designates and proceeds appoints each executive officer of the Executive’s service Company as her agent and attorney-in-fact to the Company that cannot be assigned in the manner described hereinexecute any such papers on her behalf, the Executive agrees and to unconditionally waive the enforcement of such rights. The Executive hereby waives take any and all currently existing actions as the Company may deem necessary or desirable in order to protect its rights and future monetary rights interests in and to any Invention, under the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Company.conditions described herein. ​

Inventions. (a) The 4.1. Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, any Invention (Aas defined below) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and further agrees to: (a) promptly and fully inform the Executive will surrender them Company in writing of any such Inventions; (b) assign to the Company all of Executive’s rights in and to such Inventions, and to applications for patents and/or copyright registrations and to patents and/or copyright registrations granted upon such Inventions in the termination of his employment United States or upon in any foreign country; and (c) promptly acknowledge and deliver to the Company, without charge to the Company but at the Company’s request. The Executive irrevocably conveysexpense, transfers such written instruments and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to his term of employment, make do such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time necessary, in the reasonable opinion of the Company, to time by obtain and maintain patents and/or copyright registrations and to vest the entire rights, interest in and title thereto in the Company. 4.2. Executive and the Company understand that the provisions of this Agreement requiring assignment of Inventions to perfectthe Company will not apply to any particular Invention that: (a) Executive develops entirely on his own time, recordcompletely outside of Executive’s working hours; and (b) Executive develops without using Company equipment, enforcesupplies, protectfacilities or trade-secret or Confidential Information (as defined below); and (c) does not result from any work performed by Executive for the Company; and (d) does not, patent at the time of conception or register reduction to practice, directly relate to the Company’s rights business or to its actual or demonstrably anticipated research or development. Any such Invention meeting all of the criteria set forth in clauses (a) through (d) above will be owned entirely by Executive, even if developed by Executive during the Inventions, all without additional compensation to term of this Agreement or otherwise during the Executive from time period of his employment with the Company. The Finally, Executive agrees and covenants that he will also execute assignments not individually file any patent applications relating to Inventions without first obtaining an express release from a duly authorized Company representative. 4.3. For purposes of this Agreement, the Company (term “Inventions” means all discoveries, improvements, inventions, ideas and works of authorship, whether patentable or its designee) of the Applicationscopyrightable, conceived or made by Executive either solely or jointly with others, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) relating to obtain the Inventions any consultation, work or services performed by Executive with, for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of or in conjunction with the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, based on or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Companyderived from Confidential Information.

Inventions. (a) a. The Executive acknowledges agrees to promptly inform and agrees that to disclose to the Company, in writing, all inventions, concepts, developments, procedures, ideas, methodsinnovations, inventionssystems, programs, techniques, processes, information, discoveries, improvementsimprovements and modifications and related documentations, work products, developments, software, know-how, processes, techniques, methods, other works of authorship and other work productthe like (collectively the "Inventions"), whether patentable or unpatentablewhich, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with during the use of any Company resources and/or within the scope course of the Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his 's employment with Company, or (B) suggested by any work that the Executive performs in connection 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 Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee)affiliates, whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventionsduring working hours, and will promptly disclose at all times thereafter, whether or not such Inventions completely and in writing are patentable, subject to copyright protection or susceptible to any other form of protection which (i) related to the Company. The Records shall be the sole and exclusive property actual Business or research of the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, in the Executive’s name or in the name development of the Company (or its designee), applications for patents and equivalent rights affiliates; or (the “Applications”). The Executive will, at ii) was suggested by or resulted from any time during and subsequent task assigned or to his term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation assigned to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to performed by the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, 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, created within the scope of my employment, are "works for hire" and belong to the Company by operation of law. b. In connection with any of the Inventions assigned by Section 8.a., 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 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 will be and its affiliates, licensees, successors or assigns (direct or indirect) are not required to designate the sole owner Executive as an author of any 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 law, all rights in and to such designation and any rights that the Executive may have concerning modifications of such Inventions. d. The Executive understands that any rights, waivers, releases and assignments herein granted and made by the Executive are freely assignable by the Company and are for the benefit of the InventionsCompany 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 Company and its affiliates, or has used, or will use, any Confidential Information or material 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 form reasonably requested by the Company. Such information and records, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion copies thereof, are deemed not to shall be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all property of the Executive’s right, title and interest in Company as to any Inventions within the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights meaning of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefromthis Agreement. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement promptly surrender all such original and copies of such rights. The Executive hereby waives any information and all currently existing and future monetary rights in and to records at the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue request of the Executive being an employee of or other service provider to the Company.

Inventions. (a) The Executive acknowledges will make full and agrees that prompt disclosure to the Company of all ideasinventions, methods, inventionsimprovements, discoveries, improvements, work productsmethods, developments, software, know-how, processes, techniques, methods, and works of authorship and other work productauthorship, whether patentable or unpatentablenot, (A) that which are created, made, conceived or reduced to practice, created, invented, designed, developed, contributed topractice by him, or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the businessunder his direction, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during his employment with Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company whether or not during normal working hours or on the Executive’s own time, but only insofar premises of the Company (all of which are collectively referred to in this Agreement as the Inventions are related “Inventions”). (b) The Executive agrees to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively assign and does hereby assign to the Company (or its designee)any person or entity designated by the Company) all of his right, whether title and interest in and to all Inventions and related patents, patent applications, trade secrets, copyrights and copyright applications. However, this Section 6(b) shall not apply to Inventions which are unrelated to the present or planned business or research and development of the Company and which are made and conceived by the Executive outside of normal working hours, outside the Company’s premises and do not patent involve use of the Company’s tools, devices, equipment or other applications for intellectual property protection are filed thereon (the “Inventions”)Proprietary Information. The Executive will keep full and complete written records understands that, to the extent this Agreement is to be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 6(b) shall be interpreted to not apply to any invention which a court rules and/or the Company agrees to fall within such classes. (the “Records”), in the manner prescribed by c) The Executive agrees to cooperate fully with the Company, of all Inventions, both during and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of after his employment with the Company, and the Executive will surrender them upon the termination of his employment or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns with respect to the Company the Inventions procurement, maintenance and all patents or enforcement of patents, trademarks, copyrights and other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to his term of employment, together with the right to file, (both in the Executive’s name or in the name of the Company (or its designee), applications for patents United States and equivalent rights (the “Applications”)foreign countries) relating to Inventions. The Executive will, at any time during and subsequent to his term of employment, make such applications, shall sign such all papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company. The 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 Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. (b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Invention. The Executive further agrees that if the Company is unable to secure the signature of the Executive on any such papers with reasonable effort, an executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, 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 Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results irrevocably designates and proceeds appoints each executive officer of the Executive’s service Company as his agent and attorney-in-fact to the Company that cannot be assigned in the manner described hereinexecute any such papers on his behalf, the Executive agrees and to unconditionally waive the enforcement of such rights. The Executive hereby waives take any and all currently existing actions as the Company may deem necessary or desirable in order to protect its rights and future monetary rights interests in and to any Invention, under the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Companyconditions described herein.