Common use of Ownership and Assignment of Protected Works Clause in Contracts

Ownership and Assignment of Protected Works. Executive agrees that any and all Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of Company, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement is due to Executive for development or transfer of such Protected Works. Executive hereby assigns and agrees to assign all of his respective rights, title and interest in Protected Works, including all patents or patent applications, and all copyrights therein, to Company. Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive will communicate to Company any facts known to Executive and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisional, continuing, continuation-in-part, or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, the assignment, transfer and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by Company. Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of same by Company or others designated by Company. Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he shall be liable to Company for all damages, including reasonable attorneys' fees and other expenses of litigation, if the Protected Works are made available to third parties in any manner by Executive without the express written consent of Company.

Ownership and Assignment of Protected Works. Executive agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of CompanyEmployer, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Executive’s compensation hereunder is due to Executive for development or transfer of such Protected Works. Executive agrees that Executive shall promptly disclose in writing to Employer the existence of any Protected Works. Executive hereby assigns and agrees to assign all of his respective Executive’s rights, title title, and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to CompanyEmployer. Executive shall not be entitled to use Protected Works for Executive’s own benefit or the benefit of anyone except Employer without written permission from Employer and then only subject to the terms of such permission. Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive will communicate to Company Employer any facts known to Executive and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by CompanyEmployer. Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he Executive will not oppose or object in any way to applications for registration of same Protected Works by Company Employer or others designated by CompanyEmployer. Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to Company Employer for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive without the express written consent of CompanyEmployer. Anything herein to the contrary notwithstanding, Executive will not be obligated to assign to Employer any Protected Work for which no equipment, supplies, facilities, or Confidential Information of Employer was used and which was developed entirely on Executive’s own time, unless (A) the invention relates (1) directly to the business of Employer, or (2) to the Employer’s actual or demonstrably anticipated research or development; or (B) the invention results from any work performed by Executive for Employer. Executive likewise will not be obligated to assign to Employer any Protected Work that is conceived by Executive after Executive leaves the employ of Employer, except that Executive is so obligated if the same relates to or is based on Confidential Information to which Executive had access by virtue of employment with Employer. Similarly, Executive will not be obligated to assign any Protected Work to Employer that was conceived and reduced to practice prior to Executive’s employment with Employer, regardless of whether such Protected Work relates to or would be useful in the business of Employer. Executive acknowledges and agrees that there are no Protected Works conceived and reduced to practice by Executive prior to his employment with Employer.

Ownership and Assignment of Protected Works. The Executive agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of the Company, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Executive’s base salary is due to the Executive for development or transfer of such Protected Works. The Executive agrees that he shall promptly disclose in writing to the Company the existence of any Protected Works. The Executive hereby assigns and agrees to assign all of his respective rights, title and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to the Company. The Executive shall not be entitled to use Protected Works for his own benefit or the benefit of anyone except the Company without written permission from the Company and then only subject to the terms of such permission. The Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive he will communicate to the Company any facts known to Executive him and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by the Company. The Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of same Protected Works by the Company or others designated by the Company. The Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to the Company for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive him without the express written consent of the Company. Anything herein to the contrary notwithstanding, the Executive will not be obligated to assign to the Company any Protected Work for which no equipment, supplies, facilities, or Confidential Information of the Company was used and which was developed entirely on the Executive’s own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development; or (b) the invention results from any work performed by the Executive for the Company. The Executive likewise will not be obligated to assign to the Company any Protected Work that is conceived by the Executive after the Executive leaves the employ or service of the Company, except that the Executive is so obligated if the same relates to or is based on Confidential Information to which the Executive had access by virtue of his employment with the Company. Similarly, the Executive will not be obligated to assign any Protected Work to the Company that was conceived and reduced to practice prior to his employment, regardless of whether such Protected Work relates to or would be useful in the business of the Company. The Executive acknowledges and agrees that there are no Protected Works conceived and reduced to practice by him prior to his employment with the Company.

Ownership and Assignment of Protected Works. Executive agrees that any and all Protected Works developed by Executive during his Executive's employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of Company, and that no compensation in addition to the amounts other than that set forth in Section 2 of this Agreement is due to Executive for development or transfer of such Protected Works. Executive hereby assigns and agrees to assign all of his Executive's respective rights, title and interest in Protected Works, including all patents or patent applications, and all copyrights therein, to Company. Executive further agrees agrees, at Company's request and expense, but without further consideration, but at the expense of Company, that Executive will communicate to Company any facts known to Executive and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisional, continuing, continuation-in-part, or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, the assignment, transfer and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by Company. Executive agrees that he will not to apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he Executive will not oppose or object in any way to applications for registration of same by Company or others designated by Companyits designees. Executive agrees to exercise reasonable care to avoid making the Protected Works available to any a third party. Executive also party and agrees that he shall Executive will be liable to Company for all damagesdamages and costs, including reasonable attorneys' fees and other expenses of litigationfees, if the Protected Works are made available to third parties in any manner by Executive without the Company's express written consent of Companyconsent.

Ownership and Assignment of Protected Works. Executive agrees that any and all Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of the Company, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Executive’s base salary is due to Executive for development or transfer of such Protected Works. Executive agrees that he shall promptly disclose in writing to the Company the existence of any Protected Works. Executive hereby assigns and agrees to assign all of his respective rights, title and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to the Company. Executive shall not be entitled to use Protected Works for his own benefit or the benefit of anyone except the Company without written permission from the Company and then only subject to the terms of such permission. Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive he will communicate to the Company any facts known to Executive him and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by the Company. Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of same Protected Works by the Company or others designated by the Company. Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to the Company for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive him without the express written consent of the Company. Anything herein to the contrary notwithstanding, Executive will not be obligated to assign to the Company any Protected Work for which no equipment, supplies, facilities, or Confidential Information of the Company was used and which was developed entirely on Executive’s own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development; or (b) the invention results from any work performed by Executive for the Company. Executive likewise will not be obligated to assign to the Company any Protected Work that is conceived by Executive after Executive leaves the employ of the Company, except that Executive is so obligated if the same relates to or is based on Confidential Information to which Executive had access by virtue of his employment with the Company. Similarly, Executive will not be obligated to assign any Protected Work to the Company that was conceived and reduced to practice prior to his employment, regardless of whether such Protected Work relates to or would be useful in the business of the Company. Executive acknowledges and agrees that there are no Protected Works conceived and reduced to practice by him prior to his employment with the Company.

Ownership and Assignment of Protected Works. Executive agrees that any and all Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of Company, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement is due to Executive for development or transfer of such Protected Works. Executive hereby assigns and agrees to assign all of his respective rights, title and interest in Protected Works, including all patents or patent applications, and all copyrights therein, to Company. Executive further agrees at Company's ’s request and without further consideration, but at the expense of Company, that Executive will communicate to Company any facts known to Executive and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisional, continuing, continuation-in-part, or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, the assignment, transfer and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by Company. Executive agrees that he will not apply for any state, federal, or other jurisdiction's ’s registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of same by Company or others designated by Company. Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he shall be liable to Company for all damages, including reasonable attorneys' ’ fees and other expenses of litigation, if the Protected Works are made available to third parties in any manner by Executive without the express written consent of Company.

Ownership and Assignment of Protected Works. Executive The Advisor agrees that any and all Protected Works developed by Executive the Advisor during his employment or other engagement with Company her term of service under this Agreement and during his employment with, or other engagement by agreements with the Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole and exclusive property of the Company, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement is due to Executive the Advisor for development or transfer of such Protected Works. Executive The Advisor hereby assigns and agrees to assign all of his her respective rights, title and interest in Protected Works, including all patents or patent applications, and all copyrights therein, to the Company. Executive The Advisor further agrees at the Company's ’s request and without further consideration, but at the expense of the Company, that Executive the Advisor will communicate to the Company any facts known to Executive the Advisor and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisional, continuing, continuation-in-part, or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, the assignment, transfer and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by the Company. Executive The Advisor agrees that he she will not apply for any state, federal, or other jurisdiction's ’s registration of rights in any of the Protected Works and that he she will not oppose or object in any way to applications for registration of same by the Company or others designated by the Company. Executive The Advisor agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive The Advisor also agrees that he she shall be liable to the Company for all damages, including reasonable attorneys' ’ fees and other expenses of litigation, if the Protected Works are made available to third parties in any manner by Executive the Advisor without the express written consent of the Company. The Advisor additionally agrees to the following: a) To disclose and describe to the Company, within fifteen (15) days after their creation, (i) all inventions, ideas, copyrightable works, databases, data and other Protected Works, as defined in Section 4.4 above, which are created by the Advisor, either alone or with others, during the Advisor’s term of service, or in connection with the formation of the Company, and (ii) all Protected Works which are based in whole or in part upon any Information and are created by Advisor, either alone or with others, within one (1) year after the Advisor’s leaving the Company’s employ; and b) There is no other contract or duty on the Advisor’s part now in existence to assign Protected Works to anyone other than the Company. The Advisor will not disclose or induce the Company to use any Confidential Information or material that the Advisor is now or shall become aware of which belongs to anyone other than the Company. The Advisor will not engage in any consulting, or other activity in any business competitive with the Company’s business as presently conducted or as conducted at any future time during the term of employment.

Ownership and Assignment of Protected Works. Executive Employee agrees that any and all Protected Works developed by Executive Employee during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of Company, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement is due to Executive Employee for development or transfer of such Protected Works. Executive Employee hereby assigns and agrees to assign all of his respective rights, title and interest in Protected Works, including all patents or patent applications, and all copyrights therein, to Company. Executive Employee further agrees at Company's request and without further consideration, but at the expense of Company, that Executive Employee will communicate to Company any facts known to Executive Employee and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisional, continuing, continuation-in-part, or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, the assignment, transfer and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by Company. Executive Employee agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of same by Company or others designated by Company. Executive Employee agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive Employee also agrees that he shall be liable to Company for all damages, including reasonable attorneys' fees and other expenses of litigation, if the Protected Works are made available to third parties in any manner by Executive Employee without the express written consent of Company.

Ownership and Assignment of Protected Works. Executive agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of Companythe Bank, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Executive’s base salary is due to Executive for development or transfer of such Protected Works. Executive agrees that he shall promptly disclose in writing to the Bank the existence of any Protected Works. Executive hereby assigns and agrees to assign all of his respective rights, title and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to Companythe Bank. Executive shall not be entitled to use Protected Works for his own benefit or the benefit of anyone except the Bank without written permission from the Bank and then only subject to the terms of such permission. Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive he will communicate to Company the Bank any facts known to Executive him and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by Companythe Bank. Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of same Protected Works by Company the Bank or others designated by Companythe Bank. Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to Company the Bank for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive him without the express written consent of Companythe Bank. Anything herein to the contrary notwithstanding, Executive will not be obligated to assign to the Bank any Protected Work for which no equipment, supplies, facilities, or Confidential Information of the Bank was used and which was developed entirely on Executive’s own time, unless (A) the invention relates (1) directly to the business of the Bank, or (2) to the Bank’s actual or demonstrably anticipated research or development; or (B) the invention results from any work performed by Executive for the Bank. Executive likewise will not be obligated to assign to the Bank any Protected Work that is conceived by Executive after Executive leaves the employ of the Successor Company and the Bank, except that Executive is so obligated if the same relates to or is based on Confidential Information to which Executive had access by virtue of his employment with the Successor Company and the Bank. Similarly, Executive will not be obligated to assign any Protected Work to the Bank that was conceived and reduced to practice prior to his employment, regardless of whether such Protected Work relates to or would be useful in the business of the Bank. Executive acknowledges and agrees that there are no Protected Works conceived and reduced to practice by him prior to his employment with the Successor Company and the Bank.

Ownership and Assignment of Protected Works. The Executive agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of the Company, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Executive’s base salary is due to the Executive for development or transfer of such Protected Works. The Executive agrees that Executive shall promptly disclose in writing to the Company the existence of any Protected Works. The Executive hereby assigns and agrees to assign all of his respective Executive’s rights, title and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to the Company. The Executive shall not be entitled to use Protected Works for Executive’s own benefit or the benefit of anyone except the Company without written permission from the Company and then only subject to the terms of such permission. The Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive will communicate to the Company any facts known to Executive and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by the Company. The Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he Executive will not oppose or object in any way to applications for registration of same Protected Works by the Company or others designated by the Company. The Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to the Company for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive without the express written consent of the Company. Anything herein to the contrary notwithstanding, the Executive will not be obligated to assign to the Company any Protected Work for which no equipment, supplies, facilities, or Confidential Information of the Company was used and which was developed entirely on the Executive’s own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development; or (b) the invention results from any work performed by the Executive for the Company. The Executive likewise will not be obligated to assign to the Company any Protected Work that is conceived by the Executive after the Executive leaves the employ or service of the Company, except that the Executive is so obligated if the same relates to or is based on Confidential Information to which the Executive had access by virtue of employment with the Company. Similarly, the Executive will not be obligated to assign any Protected Work to the Company that was conceived and reduced to practice prior to Executive’s employment, regardless of whether such Protected Work relates to or would be useful in the business of the Company. The Executive acknowledges and agrees that there are no Protected Works conceived and reduced to practice by Executive prior to Executive’s employment with the Company.

Ownership and Assignment of Protected Works. Executive agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of CompanyEmployer, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Executive’s compensation hereunder is due to Executive for development or transfer of such Protected Works. Executive agrees that Executive shall promptly disclose in writing to Employer the existence of any Protected Works. Executive hereby assigns and agrees to assign all of his respective Executive’s rights, title title, and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to CompanyEmployer. Executive shall not be entitled to use Protected Works for Executive’s own benefit or the benefit of anyone except Employer without written permission from Employer and then only subject to the terms of such permission. Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive will communicate to Company Employer any facts known to Executive and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by CompanyEmployer. Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he Executive will not oppose or object in any way to applications for registration of same Protected Works by Company Employer or others designated by CompanyEmployer. Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to Company Employer for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive without the express written consent of CompanyEmployer. Anything herein to the contrary notwithstanding, Executive will not be obligated to assign to Employer any Protected Work for which no equipment, supplies, facilities, or Confidential Information of Employer was used and which was developed entirely on Executive’s own time, unless (A) the invention relates (1) directly to the business of Employer, or (2) to the Employer’s actual or demonstrably anticipated LEGAL02/43757235v4 research or development; or (B) the invention results from any work performed by Executive for Employer. Executive likewise will not be obligated to assign to Employer any Protected Work that is conceived by Executive after Executive leaves the employ of Employer, except that Executive is so obligated if the same relates to or is based on Confidential Information to which Executive had access by virtue of employment with Employer. Similarly, Executive will not be obligated to assign any Protected Work to Employer that was conceived and reduced to practice prior to Executive’s employment with Employer, regardless of whether such Protected Work relates to or would be useful in the business of Employer. Executive acknowledges and agrees that there are no Protected Works conceived and reduced to practice by Executive prior to his employment with Employer.

Ownership and Assignment of Protected Works. Executive The Advisor agrees that any and all Protected Works developed by Executive the Advisor during his employment or other engagement with Company term of service under this Agreement and during his employment with, or other engagement by agreements with the Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole and exclusive property of the Company, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement is due to Executive the Advisor for development or transfer of such Protected Works. Executive The Advisor hereby assigns and agrees to assign all of his respective rights, title and interest in Protected Works, including all patents or patent applications, and all copyrights therein, to the Company. Executive The Advisor further agrees at the Company's ’s request and without further consideration, but at the expense of the Company, that Executive the Advisor will communicate to the Company any facts known to Executive the Advisor and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisional, continuing, continuation-in-part, or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, the assignment, transfer and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by the Company. Executive The Advisor agrees that he will not apply for any state, federal, or other jurisdiction's ’s registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of same by the Company or others designated by the Company. Executive The Advisor agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive The Advisor also agrees that he shall be liable to the Company for all damages, including reasonable attorneys' ’ fees and other expenses of litigation, if the Protected Works are made available to third parties in any manner by Executive the Advisor without the express written consent of the Company. The Advisor additionally agrees to the following: a) To disclose and describe to the Company, within fifteen (15) days after their creation, (i) all inventions, ideas, copyrightable works, databases, data and other Protected Works, as defined in Section 4.4 above, which are created by the Advisor, either alone or with others, during the Advisor’s term of service, or in connection with the formation of the Company, and (ii) all Protected Works which are based in whole or in part upon any Information and are created by Advisor, either alone or with others, within one (1) year after the Advisor’s leaving the Company’s employ; and b) There is no other contract or duty on the Advisor’s part now in existence to assign Protected Works to anyone other than the Company. The Advisor will not disclose or induce the Company to use any Confidential Information or material that the Advisor is now or shall become aware of which belongs to anyone other than the Company. The Advisor will not engage in any consulting, or other activity in any business competitive with the Company’s business as presently conducted or as conducted at any future time during the term of employment.

Ownership and Assignment of Protected Works. Executive agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of CompanyEmployer, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Executive’s compensation hereunder is due to Executive for development or transfer of such Protected Works. Executive agrees that Executive shall promptly disclose in writing to Employer the existence of any Protected Works. Executive hereby assigns and agrees to assign all of his respective Executive’s rights, title title, and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to CompanyEmployer. Executive shall not be entitled to use Protected Works for Executive’s own benefit or the benefit of anyone except Employer without written permission from Employer and then only subject to the terms of such permission. Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive will communicate to Company Employer any facts known to Executive and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by CompanyEmployer. Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he Executive will not oppose or object in any way to applications for registration of same Protected Works by Company Employer or others designated by CompanyEmployer. Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to Company Employer for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive without the express written consent of Company.Employer. Anything herein to the contrary notwithstanding, Executive will not be obligated to assign to Employer any Protected Work for which no equipment, supplies, facilities, or Confidential Information of Employer was used and which was developed entirely on Executive’s

Ownership and Assignment of Protected Works. Executive agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of the Company, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Executive’s base salary is due to Executive for development or transfer of such Protected Works. Executive agrees that he shall promptly disclose in writing to the Company the existence of any Protected Works. Executive hereby assigns and agrees to assign all of his respective rights, title and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to the Company. Executive shall not be entitled to use Protected Works for his own benefit or the benefit of anyone except the Company without written permission from the Company and then only subject to the terms of such permission. Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive he will communicate to the Company any facts known to Executive him and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by the Company. Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of same Protected Works by the Company or others designated by the Company. Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to the Company for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive him without the express written consent of the Company. Anything herein to the contrary notwithstanding, Executive will not be obligated to assign to the Company any Protected Work for which no equipment, supplies, facilities, or Confidential Information of the Company was used and which was developed entirely on Executive’s own time, unless (A) the invention relates (1) directly to the business of the Company, or (2) to the Company’s actual or demonstrably anticipated research or development; or (B) the invention results from any work performed by Executive for the Company. Executive likewise will not be obligated to assign to the Company any Protected Work that is conceived by Executive after Executive leaves the employ of the Company and the Bank, except that Executive is so obligated if the same relates to or is based on Confidential Information to which Executive had access by virtue of his employment with the Company and the Bank. Similarly, Executive will not be obligated to assign any Protected Work to the Company that was conceived and reduced to practice prior to his employment, regardless of whether such Protected Work relates to or would be useful in the business of the Company. Executive acknowledges and agrees that there are no Protected Works conceived and reduced to practice by him prior to his employment with the Company and the Bank.

Ownership and Assignment of Protected Works. Executive Employee agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of the Company, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Employee’s base salary is due to Executive Employee for development or transfer of such Protected Works. Executive Employee agrees that he/she shall promptly disclose in writing to the Company the existence of any Protected Works. Employee hereby assigns and agrees to assign all of his respective his/her rights, title and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to the Company. Executive Employee shall not be entitled to use Protected Works for his/her own benefit or the benefit of anyone except the Company without written permission from the Company and then only subject to the terms of such permission. Employee further agrees at Company's request and without further consideration, but at the expense of Company, that Executive he/she will communicate to the Company any facts known to Executive him/her and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by the Company. Executive Employee agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he he/she will not oppose or object in any way to applications for registration of same Protected Works by the Company or others designated by the Company. Executive Employee agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to the Company for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive him/her without the express written consent of the Company. Anything herein to the contrary notwithstanding, Employee will not be obligated to assign to the Company any Protected Work for which no equipment, supplies, facilities, or Confidential Information of the Company was used and which was developed entirely on Employee’s own time, unless (a) the invention relates (1) directly to the business of the Company, or (2) to the Company’s actual or demonstrably anticipated research or development; or (b) the invention results from any work performed by Employee for the Company. Employee likewise will not be obligated to assign to the Company any Protected Work that is conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if the same relates to or is based on Confidential Information to which Employee had access by virtue of his/her employment with the Company. Similarly, Employee will not be obligated to assign any Protected Work to the Company that was conceived and reduced to practice prior to his/her employment, regardless of whether such Protected Work relates to or would be useful in the business of the Company. Employee acknowledges and agrees that there are no Protected Works conceived and reduced to practice by him/her prior to his/her employment with the Company.

Ownership and Assignment of Protected Works. Executive The Advisor agrees that any and all Protected Works developed by Executive the Advisor during his employment or other engagement with Company term of service under this Agreement and during his employment with, or other engagement by agreements with the Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole and exclusive property of the Company, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement is due to Executive the Advisor for development or transfer of such Protected Works. Executive The Advisor hereby assigns and agrees to assign all of his respective rights, title and interest in Protected Works, including all patents or patent applications, and all copyrights therein, to the Company. Executive The Advisor further agrees at the Company's ’s request and without further consideration, but at the expense of the Company, that Executive the Advisor will communicate to the Company any facts known to Executive the Advisor and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisional, continuing, continuation-in-part, or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, the assignment, transfer and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by the Company. Executive The Advisor agrees that he will not apply for any state, federal, or other jurisdiction's ’s registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of same by the Company or others designated by the Company. Executive The Advisor agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive The Advisor also agrees that he shall be liable to the Company for all damages, including reasonable attorneys' ’ fees and other expenses of litigation, if the Protected Works are made available to third parties in any manner by Executive the Advisor without the express written consent of the Company. The Advisor additionally agrees to the following: (a) To disclose and describe to the Company, within fifteen (15) days after their creation, (i) all inventions, ideas, copyrightable works, databases, data and other Protected Works, as defined in Section 4.4 above, which are created by the Advisor, either alone or with others, during the Advisor’s term of service, or in connection with the formation of the Company, and (ii) all Protected Works which are based in whole or in part upon any Information and are created by Advisor, either alone or with others, within one (1) year after the Advisor’s leaving the Company’s employ; and (b) There is no other contract or duty on the Advisor’s part now in existence to assign Protected Works to anyone other than the Company. The Advisor will not disclose or induce the Company to use any Confidential Information or material that the Advisor is now or shall become aware of which belongs to anyone other than the Company. The Advisor will not engage in any consulting, or other activity in any business competitive with the Company’s business as presently conducted or as conducted at any future time during the term of employment.

Ownership and Assignment of Protected Works. Executive agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of CompanyEmployer, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Executive’s compensation hereunder is due to Executive for development or transfer of such Protected Works. Executive agrees that Executive shall promptly disclose in writing to Employer the existence of any Protected Works. Executive hereby assigns and agrees to assign all of his respective Executive’s rights, title title, and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to CompanyEmployer. Executive shall not be entitled to use Protected Works for Executive’s own benefit or the benefit of anyone except Employer without written permission from Employer and then only subject to the terms of such permission. Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive will communicate to Company Employer any facts known to Executive and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by CompanyEmployer. Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he Executive will not oppose or object in any way to applications for registration of same Protected Works by Company Employer or others designated by CompanyEmployer. Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to Company Employer for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive without the express written consent of CompanyEmployer. Anything herein to the contrary notwithstanding, Executive will not be obligated to assign to Employer any Protected Work for which no equipment, supplies, facilities, or Confidential Information of Employer was used and which was developed entirely on Executive’s own time, unless (A) the invention relates (1) directly to the business of Employer, or (2) to the Employer’s actual or demonstrably anticipated research or development; or (B) the invention results from any work performed by Executive for Employer. Executive likewise will not be obligated to assign to Employer any Protected Work that is conceived by Executive after Executive leaves the employ of Employer, except that Executive is so obligated if the same relates to or is based on Confidential Information to which Executive had access by virtue of employment with Employer. Similarly, Executive will not be obligated to assign any Protected Work to Employer that was conceived and reduced to practice prior to Executive’s employment with Employer, regardless of whether such Protected Work relates to or would be useful in the business of Employer. Executive acknowledges and agrees that there are no Protected Works conceived and reduced to practice by Executive prior to her employment with Employer.

Ownership and Assignment of Protected Works. Executive Employee agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of CompanyCBS, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Employee's base salary is due to Executive Employee for development or transfer of such Protected Works. Executive Employee agrees that he shall promptly disclose in writing to CBS the existence of any Protected Works. Employee hereby assigns and agrees to assign all of his respective rights, title and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to CompanyCBS. Executive Employee shall not be entitled to use Protected Works for his own benefit or the benefit of anyone except CBS without written permission from CBS and then only subject to the terms of such permission. Employee further agrees at Company's request and without further consideration, but at the expense of Company, that Executive he will communicate to Company CBS any facts known to Executive him and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by CompanyCBS. Executive Employee agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of same Protected Works by Company CBS or others designated by CompanyCBS. Executive Employee agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to Company CBS for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigationfees, if the Protected Works are made available to third parties in any manner by Executive him without the express written consent of CompanyCBS. Anything herein to the contrary notwithstanding, Employee will not be obligated to assign to CBS any Protected Work for which no equipment, supplies, facilities, or Confidential Information of CBS was used and which was developed entirely on Employee's own time, unless (a) the invention relates (1) directly to the business of CBS, or (2) to CBS's actual or demonstrably anticipated research or development; or (b) the invention results from any work performed by Employee for CBS. Employee likewise will not be obligated to assign to CBS any Protected Work that is conceived by Employee after Employee leaves the employ of the Bank, except that Employee is so obligated if the same relates to or is based on Confidential Information to which Employee had access by virtue of his employment with the Bank. Similarly, Employee will not be obligated to assign any Protected Work to CBS that was conceived and reduced to practice prior to his employment, regardless of whether such Protected Work relates to or would be useful in the business of CBS. Employee acknowledges and agrees that there are no Protected Works conceived and reduced to practice by him prior to his employment with the Bank.

Ownership and Assignment of Protected Works. Executive agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of Companythe Bank, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Executive’s base salary is due to Executive for development or transfer of such Protected Works. Executive agrees that he shall promptly disclose in writing to the Bank the existence of any Protected Works. Executive hereby assigns and agrees to assign all of his respective rights, title and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to Companythe Bank. Executive shall not be entitled to use Protected Works for his own benefit or the benefit of anyone except the Bank without written permission from the Bank and then only subject to the terms of such permission. Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive he will communicate to Company the Bank any facts known to Executive him and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by Companythe Bank. Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of same Protected Works by Company the Bank or others designated by Companythe Bank. Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to Company the Bank for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive him without the express written consent of Companythe Bank. Anything herein to the contrary notwithstanding, Executive will not be obligated to assign to the Bank any Protected Work for which no equipment, supplies, facilities, or Confidential Information of the Bank was used and which was developed entirely on Executive’s own time, unless (A) the invention relates (1) directly to the business of the Bank, or (2) to the Bank’s actual or demonstrably anticipated research or development; or (B) the invention results from any work performed by Executive for the Bank. Executive likewise will not be obligated to assign to the Bank any Protected Work that is conceived by Executive after Executive leaves the employ of the Company and the Bank, except that Executive is so obligated if the same relates to or is based on Confidential Information to which Executive had access by virtue of his employment with the Company and the Bank. Similarly, Executive will not be obligated to assign any Protected Work to the Bank that was conceived and reduced to practice prior to his employment, regardless of whether such Protected Work relates to or would be useful in the business of the Bank. Executive acknowledges and agrees that there are no Protected Works conceived and reduced to practice by him prior to his employment with the Company and the Bank.

Ownership and Assignment of Protected Works. Executive agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of CompanyEmployer, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Executive’s compensation hereunder is due to Executive for development or transfer of such Protected Works. Executive LEGAL02/43756821v3 agrees that Executive shall promptly disclose in writing to Employer the existence of any Protected Works. Executive hereby assigns and agrees to assign all of his respective Executive’s rights, title title, and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to CompanyEmployer. Executive shall not be entitled to use Protected Works for Executive’s own benefit or the benefit of anyone except Employer without written permission from Employer and then only subject to the terms of such permission. Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive will communicate to Company Employer any facts known to Executive and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by CompanyEmployer. Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he Executive will not oppose or object in any way to applications for registration of same Protected Works by Company Employer or others designated by CompanyEmployer. Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to Company Employer for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive without the express written consent of CompanyEmployer. Anything herein to the contrary notwithstanding, Executive will not be obligated to assign to Employer any Protected Work for which no equipment, supplies, facilities, or Confidential Information of Employer was used and which was developed entirely on Executive’s own time, unless (A) the invention relates (1) directly to the business of Employer, or (2) to the Employer’s actual or demonstrably anticipated research or development; or (B) the invention results from any work performed by Executive for Employer. Executive likewise will not be obligated to assign to Employer any Protected Work that is conceived by Executive after Executive leaves the employ of Employer, except that Executive is so obligated if the same relates to or is based on Confidential Information to which Executive had access by virtue of employment with Employer. Similarly, Executive will not be obligated to assign any Protected Work to Employer that was conceived and reduced to practice prior to Executive’s employment with Employer, regardless of whether such Protected Work relates to or would be useful in the business of Employer. Executive acknowledges and agrees that there are no Protected Works conceived and reduced to practice by Executive prior to his employment with Employer.

Ownership and Assignment of Protected Works. The Executive agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of the Company, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Executive’s base salary is due to the Executive for development or transfer of such Protected Works. The Executive agrees that he shall promptly disclose in writing to the Company the existence of any Protected Works. The Executive hereby assigns and agrees to assign all of his respective rights, title and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to the Company. The Executive shall not be entitled to use Protected Works for his own benefit or the benefit of anyone except the Company without written permission from the Company and then only subject to the terms of such permission. The Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive he will communicate to the Company any facts known to Executive him and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by the Company. The Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of same Protected Works by the Company or others designated by the Company. The Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to the Company for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive him without the express written consent of the Company. Anything herein to the contrary notwithstanding, the Executive will not be obligated to assign to the Company any Protected Work for which no equipment, supplies, facilities, or Confidential Information of the Company was used and which was developed entirely on the Executive’s own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development; or (b) the invention results from any work performed by the Executive for the Company. The Executive likewise will not be obligated to assign to the Company any Protected Work that is conceived by the Executive after the Executive leaves the employ or service of the Company, except that the Executive is so obligated if the same relates to or is based on Confidential Information to which the Executive had access by virtue of his employment with the Company. Similarly, the Executive will not be obligated to assign any Protected Work to the Company that was conceived and reduced to practice prior to his employment, regardless of whether such Protected Work relates to or would be useful in the business of the Company. The Executive acknowledges and agrees that there are no Protected Works conceived and reduced to practice by him prior to his employment with the Company.

Ownership and Assignment of Protected Works. Executive Employee agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of CompanyCBS, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Employee’s base salary is due to Executive Employee for development or transfer of such Protected Works. Executive Employee agrees that he shall promptly disclose in writing to CBS the existence of any Protected Works. Employee hereby assigns and agrees to assign all of his respective rights, title and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to CompanyCBS. Executive Employee shall not be entitled to use Protected Works for his own benefit or the benefit of anyone except CBS without written permission from CBS and then only subject to the terms of such permission. Employee further agrees at Company's request and without further consideration, but at the expense of Company, that Executive he will communicate to Company CBS any facts known to Executive him and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by CompanyCBS. Executive Employee agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of same Protected Works by Company CBS or others designated by CompanyCBS. Executive Employee agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to Company CBS for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive him without the express written consent of CompanyCBS. Anything herein to the contrary notwithstanding, Employee will not be obligated to assign to CBS any Protected Work for which no equipment, supplies, facilities, or Confidential Information of CBS was used and which was developed entirely on Employee’s own time, unless (a) the invention relates (1) directly to the business of CBS, or (2) to CBS’s actual or demonstrably anticipated research or development; or (b) the invention results from any work performed by Employee for CBS. Employee likewise will not be obligated to assign to CBS any Protected Work that is conceived by Employee after Employee leaves the employ of the Bank, except that Employee is so obligated if the same relates to or is based on Confidential Information to which Employee had access by virtue of his employment with the Bank. Similarly, Employee will not be obligated to assign any Protected Work to CBS that was conceived and reduced to practice prior to his employment, regardless of whether such Protected Work relates to or would be useful in the business of CBS. Employee acknowledges and agrees that there are no Protected Works conceived and reduced to practice by him prior to his employment with the Bank.

Ownership and Assignment of Protected Works. Executive Employee agrees that any and all Protected Works developed by Executive Employee during his employment or other engagement with the Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of the Company, and that no compensation in addition to the amounts set forth in Section 2 3 of this Agreement is due to Executive Employee for development or transfer of such Protected Works. Executive Employee hereby assigns and agrees to assign all of his respective rights, title and interest in Protected Works, including all patents or patent applications, and all copyrights therein, to the Company. Executive Employee further agrees at the Company's request and without further consideration, but at the expense of the Company, that Executive Employee will communicate to the Company any facts known to Executive Employee and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisional, continuing, continuation-in-part, or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, the assignment, transfer and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by Companythe Compariy. Executive Employee agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of the same by the Company or others designated by the Company. Executive Employee agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive Employee also agrees that he shall be liable to the Company for all damages, including reasonable excluding the Company's attorneys' fees and other expenses of litigation, if the Protected Works are made available to third parties in any manner by Executive Employee without the express written consent of the Company.. ·

Ownership and Assignment of Protected Works. Executive Consultant agrees that any and all Protected Works developed by Executive him during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of Company, and that no compensation in addition to the amounts set forth in Section 2 3 of this Agreement is due to Executive Consultant for development or transfer of such Protected Works. Executive Consultant hereby assigns and agrees to assign all of his respective rights, title and interest in Protected Works, including all patents or patent applications, and all copyrights therein, to Company. Executive Consultant further agrees at Company's ’s request and without further consideration, but at the expense of Company, that Executive Consultant will communicate to Company any facts known to Executive him and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all original, divisional, continuing, continuation-in-part, or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, the assignment, transfer and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by Company. Executive Consultant agrees that he will not apply for any state, federal, or other jurisdiction's ’s registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of same by Company or others designated by Company. Executive Consultant agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive Consultant also agrees that he shall be liable to Company for all damages, including reasonable attorneys' ’ fees and other expenses of litigation, if the Protected Works are made available to third parties in any manner by Executive Consultant without the express written consent of Company. Consultant warrants and represents that attached to this Agreement as an Exhibit (Exhibit A) and incorporated in this Agreement by reference is a complete list of all inventions, whether owned by Consultant or by others, conceived by Consultant prior to Consultant’s engagement by Company, that these are the only inventions which are not subject to this Agreement, and that Consultant has not conceived or reduced to practice any invention not described on such Exhibit A. This Section 6 shall survive the expiration or termination of this Agreement for any reason.

Ownership and Assignment of Protected Works. Executive Xxxxxx agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of the Company, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Xxxxxx’x base salary is due to Executive Feehan for development or transfer of such Protected Works. Executive Xxxxxx agrees that he shall promptly disclose in writing to the Company the existence of any Protected Works. Xxxxxx hereby assigns and agrees to assign all of his respective rights, title and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to the Company. Executive Xxxxxx shall not be entitled to use Protected Works for his own benefit or the benefit of anyone except the Company without written permission from the Company and then only subject to the terms of such permission. Xxxxxx further agrees at Company's request and without further consideration, but at the expense of Company, that Executive he will communicate to the Company any facts known to Executive him and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by the Company. Executive Xxxxxx agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of same Protected Works by the Company or others designated by the Company. Executive Xxxxxx agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to the Company for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive him without the express written consent of the Company. Anything herein to the contrary notwithstanding, Xxxxxx will not be obligated to assign to the Company any Protected Work for which no equipment, supplies, facilities, or Confidential Information of the Company was used and which was developed entirely on Xxxxxx’x own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development; or (b) the invention results from any work performed by Xxxxxx for the Company. Xxxxxx likewise will not be obligated to assign to the Company any Protected Work that is conceived by Xxxxxx after the he leaves the employ or service of the Company, except that Xxxxxx is so obligated if the same relates to or is based on Confidential Information to which Xxxxxx had access by virtue of his employment with the Company. Similarly, Xxxxxx will not be obligated to assign any Protected Work to the Company that was conceived and reduced to practice prior to his employment, regardless of whether such Protected Work relates to or would be useful in the business of the Company. Xxxxxx acknowledges and agrees that there are no Protected Works conceived and reduced to practice by him prior to his employment with the Company.

Ownership and Assignment of Protected Works. Executive The Advisor agrees that any and all Protected Works developed by Executive the Advisor during his employment or other engagement with Company term of service under this Agreement and during his employment with, or other engagement by agreements with the Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole and exclusive property of the Company, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement is due to Executive the Advisor for development or transfer of such Protected Works. Executive The Advisor hereby assigns and agrees to assign all of his respective rights, title and interest in Protected Works, including all patents or patent applications, and all copyrights therein, to the Company. Executive The Advisor further agrees at the Company's ’s request and without further consideration, but at the expense of the Company, that Executive the Advisor will communicate to the Company any facts known to Executive the Advisor and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisional, continuing, continuation-in-part, or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, the assignment, transfer and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by the Company. Executive The Advisor agrees that he will not apply for any state, federal, or other jurisdiction's ’s registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of same by the Company or others designated by the Company. Executive The Advisor agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive The Advisor also agrees that he shall be liable to the Company for all damages, including reasonable attorneys' ’ fees and other expenses of litigation, if the Protected Works are made available to third parties in any manner by Executive the Advisor without the express written consent of the Company. The Advisor additionally agrees to the following: (1) To disclose and describe to the Company, within fifteen (15) days after their creation, ( i) all inventions, ideas, copyrightable works, databases, data and other Protected Works, as defined in Section 4 d. above, which are created by the Advisor, either alone or with others, during the Advisor’s term of service, or in connection with the formation of the Company, and (ii) all Protected Works which are based in whole or in part upon any Information and are created by Advisor, either alone or with others, within one (1) year after the Advisor’s leaving the Company’s employ; and (2) There is no other contract or duty on the Advisor’s part now in existence to assign Protected Works to anyone other than the Company. The Advisor will not disclose or induce the Company to use any Confidential Information or material that the Advisor is now or shall become aware of which belongs to anyone other than the Company. The Advisor will not engage in any consulting, or other activity in any business competitive with the Company’s business as presently conducted or as conducted at any future time during the term of employment.

Ownership and Assignment of Protected Works. Executive agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of CompanyEmployer, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Executive’s compensation hereunder is due to Executive for development or transfer of such Protected Works. Executive agrees that Executive shall promptly disclose in writing to Employer the existence of any Protected Works. Executive hereby assigns and agrees to assign all of his respective Executive’s rights, title title, and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to CompanyEmployer. Executive shall not be entitled to use Protected Works for Executive’s own benefit or the benefit of anyone except Employer without written permission from Employer and then only subject to the terms of such permission. Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive will communicate to Company Employer any facts known to Executive and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by CompanyEmployer. Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he Executive will not oppose or object in any way to applications for registration of same Protected Works by Company Employer or others designated by CompanyEmployer. Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to Company Employer for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive without the express written consent of CompanyEmployer. Anything herein to the contrary notwithstanding, Executive will not be obligated to assign to Employer any Protected Work for which no equipment, supplies, facilities, or Confidential Information of Employer was used and which was developed LEGAL02/43756812v5 entirely on Executive’s own time, unless (A) the invention relates (1) directly to the business of Employer, or (2) to the Employer’s actual or demonstrably anticipated research or development; or (B) the invention results from any work performed by Executive for Employer. Executive likewise will not be obligated to assign to Employer any Protected Work that is conceived by Executive after Executive leaves the employ of Employer, except that Executive is so obligated if the same relates to or is based on Confidential Information to which Executive had access by virtue of employment with Employer. Similarly, Executive will not be obligated to assign any Protected Work to Employer that was conceived and reduced to practice prior to Executive’s employment with Employer, regardless of whether such Protected Work relates to or would be useful in the business of Employer. Executive acknowledges and agrees that there are no Protected Works conceived and reduced to practice by Executive prior to his employment with Employer.

Ownership and Assignment of Protected Works. Executive agrees that any and all Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of the Company, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Executive’s base salary is due to Executive for development or transfer of such Protected Works. Executive agrees that he shall promptly disclose in writing to the Company the existence of any Protected Works. Executive hereby assigns and agrees to assign all of his respective rights, title and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to the Company. Executive shall not be entitled to use Protected Works for his own benefit or the benefit of anyone except the Company without written permission from the Company and then only subject to the terms of such permission. Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive he will communicate to the Company any facts known to Executive him and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, effect the assignment, transfer and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by the Company. Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of same Protected Works by the Company or others designated by the Company. Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to the Company for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive him without the express written consent of the Company. Anything herein to the contrary notwithstanding, Executive will not be obligated to assign to the Company any Protected Work for which no equipment, supplies, facilities or Confidential Information of the Company was used and which was developed entirely on Executive’s own time, unless: (a) the invention relates: (i) directly to the business of the Company; or (ii) to the Company’s actual or demonstrably anticipated research or development; or (b) the invention results from any work performed by Executive for the Company. Executive likewise will not be obligated to assign to the Company any Protected Work that is conceived by Executive after Executive leaves the employ of the Company, except that Executive is so obligated if the same relates to or is based on Confidential Information to which Executive had access by virtue of his employment with the Company. Similarly, Executive will not be obligated to assign any Protected Work to the Company that was conceived and reduced to practice prior to his employment, regardless of whether such Protected Work relates to or would be useful in the business of the Company. Executive acknowledges and agrees that there are no Protected Works conceived and reduced to practice by him prior to his employment with the Company.

Ownership and Assignment of Protected Works. Executive Employee agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of CompanyCBS, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Employee’s base salary is due to Executive Employee for development or transfer of such Protected Works. Executive Employee agrees that she shall promptly disclose in writing to CBS the existence of any Protected Works. Employee hereby assigns and agrees to assign all of his respective her rights, title and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to CompanyCBS. Executive Employee shall not be entitled to use Protected Works for her own benefit or the benefit of anyone except CBS without written permission from CBS and then only subject to the terms of such permission. Employee further agrees at Company's request and without further consideration, but at the expense of Company, that Executive she will communicate to Company CBS any facts known to Executive her and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by CompanyCBS. Executive Employee agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he she will not oppose or object in any way to applications for registration of same Protected Works by Company CBS or others designated by CompanyCBS. Executive Employee agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to Company CBS for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive her without the express written consent of CompanyCBS. Anything herein to the contrary notwithstanding, Employee will not be obligated to assign to CBS any Protected Work for which no equipment, supplies, facilities, or Confidential Information of CBS was used and which was developed entirely on Employee’s own time, unless (a) the invention relates (1) directly to the business of CBS, or (2) to CBS’s actual or demonstrably anticipated research or development; or (b) the invention results from any work performed by Employee for CBS. Employee likewise will not be obligated to assign to CBS any Protected Work that is conceived by Employee after Employee leaves the employ of the Bank, except that Employee is so obligated if the same relates to or is based on Confidential Information to which Employee had access by virtue of her employment with the Bank. Similarly, Employee will not be obligated to assign any Protected Work to CBS that was conceived and reduced to practice prior to her employment, regardless of whether such Protected Work relates to or would be useful in the business of CBS. Employee acknowledges and agrees that there are no Protected Works conceived and reduced to practice by her prior to her employment with the Bank.

Ownership and Assignment of Protected Works. Executive agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of CompanyEmployer, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Executive’s compensation hereunder is due to Executive for development or transfer of such Protected Works. Executive LEGAL02/43780275v2 agrees that Executive shall promptly disclose in writing to Employer the existence of any Protected Works. Executive hereby assigns and agrees to assign all of his respective Executive’s rights, title title, and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to CompanyEmployer. Executive shall not be entitled to use Protected Works for Executive’s own benefit or the benefit of anyone except Employer without written permission from Employer and then only subject to the terms of such permission. Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive will communicate to Company Employer any facts known to Executive and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by CompanyEmployer. Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he Executive will not oppose or object in any way to applications for registration of same Protected Works by Company Employer or others designated by CompanyEmployer. Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to Company Employer for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive without the express written consent of CompanyEmployer. Anything herein to the contrary notwithstanding, Executive will not be obligated to assign to Employer any Protected Work for which no equipment, supplies, facilities, or Confidential Information of Employer was used and which was developed entirely on Executive’s own time, unless (A) the invention relates (1) directly to the business of Employer, or (2) to the Employer’s actual or demonstrably anticipated research or development; or (B) the invention results from any work performed by Executive for Employer. Executive likewise will not be obligated to assign to Employer any Protected Work that is conceived by Executive after Executive leaves the employ of Employer, except that Executive is so obligated if the same relates to or is based on Confidential Information to which Executive had access by virtue of employment with Employer. Similarly, Executive will not be obligated to assign any Protected Work to Employer that was conceived and reduced to practice prior to Executive’s employment with Employer, regardless of whether such Protected Work relates to or would be useful in the business of Employer. Executive acknowledges and agrees that there are no Protected Works conceived and reduced to practice by Executive prior to his employment with Employer.

Ownership and Assignment of Protected Works. Executive agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of CompanyEmployer, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Executive’s compensation hereunder is due to Executive for development or transfer of such Protected Works. Executive agrees that Executive shall promptly disclose in writing to Employer the existence of any Protected Works. Executive hereby assigns and agrees to assign all of his respective Executive’s rights, title title, and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to CompanyEmployer. Executive shall not be entitled to use Protected Works for Executive’s own benefit or the benefit of anyone except Employer without written permission from Employer and then only subject to the terms of such permission. Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive will communicate to Company Employer any facts known to Executive and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry cany into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally LEGAL02/43756981v3 do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by CompanyEmployer. Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he Executive will not oppose or object in any way to applications for registration of same Protected Works by Company Employer or others designated by CompanyEmployer. Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to Company Employer for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive without the express written consent of CompanyEmployer. Anything herein to the contrary notwithstanding, Executive will not be obligated to assign to Employer any Protected Work for which no equipment, supplies, facilities, or Confidential Information of Employer was used and which was developed entirely on Executive ‘ s own time, unless (A) the invention relates (1) directly to the business of Employer, or (2) to the Employer’s actual or demonstrably anticipated research or development; or (B) the invention results from any work performed by Executive for Employer. Executive likewise will not be obligated to assign to Employer any Protected Work that is conceived by Executive after Executive leaves the employ of Employer, except that Executive is so obligated if the same relates to or is based on Confidential Information to which Executive had access by virtue of employment with Employer. Similarly, Executive will not be obligated to assign any Protected Work to Employer that was conceived and reduced to practice prior to Executive’s employment with Employer, regardless of whether such Protected Work relates to or would be useful in the business of Employer. Executive acknowledges and agrees that there are no Protected Works conceived and reduced to practice by Executive prior to his employment with Employer.

Ownership and Assignment of Protected Works. Executive agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of the Company, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Executive’s base salary is due to Executive for development or transfer of such Protected Works. Executive agrees that he shall promptly disclose in writing to the Company the existence of any Protected Works. Executive hereby assigns and agrees to assign all of his respective rights, title and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to the Company. Executive shall not be entitled to use Protected Works for his own benefit or the benefit of anyone except the Company without written permission from the Company and then only subject to the terms of such permission. Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive he will communicate to the Company any facts known to Executive him and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by the Company. Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of same Protected Works by the Company or others designated by the Company. Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to the Company for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive him without the express written consent of the Company. Anything herein to the contrary notwithstanding, Executive will not be obligated to assign to the Company any Protected Work for which no equipment, supplies, facilities, or Confidential Information of the Company was used and which was developed entirely on Executive’s own time, unless (a) the invention relates (1) directly to the business of the Company, or (2) to the Company’s actual or demonstrably anticipated research or development; or (b) the invention results from any work performed by Executive for the Company. Executive likewise will not be obligated to assign to the Company any Protected Work that is conceived by Executive after Executive leaves the employ of the Holding Company and the Bank, except that Executive is so obligated if the same relates to or is based on Confidential Information to which Executive had access by virtue of his employment with the Holding Company and the Bank. Similarly, Executive will not be obligated to assign any Protected Work to the Company that was conceived and reduced to practice prior to his employment, regardless of whether such Protected Work relates to or would be useful in the business of the Company. Executive acknowledges and agrees that there are no Protected Works conceived and reduced to practice by him prior to his employment with the Holding Company and the Bank.

Ownership and Assignment of Protected Works. Executive Employee agrees that any and all Protected Works developed by Executive Employee during his employment or other engagement with the Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of the Company, and that no compensation in addition to the amounts set forth in Section 2 3 of this Agreement is due to Executive Employee for development or transfer of such Protected Works. Executive Employee hereby assigns and agrees to assign all of his respective rights, title and interest in Protected Works, including all patents or patent applications, and all copyrights therein, to the Company. Executive Employee further agrees at the Company's request and without further consideration, but at the expense of the Company, that Executive Employee will communicate to the Company any facts known to Executive Employee and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisional, continuing, continuation-in-part, or reissue applications, all assignments, all registration applications and all other instruments or papers to carry into full force and effect, the assignment, transfer and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by the Company. Executive Employee agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of the same by the Company or others designated by the Company. Executive Employee agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive Employee also agrees that he shall be liable to the Company for all damages, including reasonable excluding the Company's attorneys' fees and other expenses of litigation, if the Protected Works are made available to third parties in any manner by Executive Employee without the express written consent of the Company.

Ownership and Assignment of Protected Works. Executive agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of CompanyEmployer, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Executive’s compensation hereunder is due to Executive for development or transfer of such Protected Works. Executive agrees that Executive shall promptly disclose in writing to Employer the existence of any Protected Works. Executive hereby assigns and agrees to assign all of his respective Executive’s rights, title title, and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to CompanyEmployer. Executive shall not be entitled to use Protected Works for Executive’s own benefit or the benefit of anyone except Employer without written permission from Employer and then only subject to the terms of such permission. Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive will communicate to Company Employer any facts known to Executive and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by CompanyEmployer. Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he Executive will not oppose or object in any way to applications for registration of same Protected Works by Company Employer or others designated by CompanyEmployer. Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to Company Employer for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive without the express written consent of CompanyEmployer. LEGAL02/43756997v5 Anything herein to the contrary notwithstanding, Executive will not be obligated to assign to Employer any Protected Work for which no equipment, supplies, facilities, or Confidential Information of Employer was used and which was developed entirely on Executive’s own time, unless (A) the invention relates (1) directly to the business of Employer, or (2) to the Employer’s actual or demonstrably anticipated research or development; or (B) the invention results from any work performed by Executive for Employer. Executive likewise will not be obligated to assign to Employer any Protected Work that is conceived by Executive after Executive leaves the employ of Employer, except that Executive is so obligated if the same relates to or is based on Confidential Information to which Executive had access by virtue of employment with Employer. Similarly, Executive will not be obligated to assign any Protected Work to Employer that was conceived and reduced to practice prior to Executive’s employment with Employer, regardless of whether such Protected Work relates to or would be useful in the business of Employer. Executive acknowledges and agrees that there are no Protected Works conceived and reduced to practice by Executive prior to her employment with Employer.

Ownership and Assignment of Protected Works. Executive Feehan agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of the Company, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Feehan’s base salary is due to Executive Feehan for development or transfer of such Protected Works. Executive Feehan agrees that he shall promptly disclose in writing to the Company the existence of any Protected Works. Feehan hereby assigns and agrees to assign all of his respective rights, title and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to the Company. Executive Feehan shall not be entitled to use Protected Works for his own benefit or the benefit of anyone except the Company without written permission from the Company and then only subject to the terms of such permission. Feehan further agrees at Company's request and without further consideration, but at the expense of Company, that Executive he will communicate to the Company any facts known to Executive him and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by the Company. Executive Feehan agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he will not oppose or object in any way to applications for registration of same Protected Works by the Company or others designated by the Company. Executive Feehan agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to the Company for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive him without the express written consent of the Company. Anything herein to the contrary notwithstanding, Feehan will not be obligated to assign to the Company any Protected Work for which no equipment, supplies, facilities, or Confidential Information of the Company was used and which was developed entirely on Feehan’s own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development; or (b) the invention results from any work performed by Feehan for the Company. Feehan likewise will not be obligated to assign to the Company any Protected Work that is conceived by Feehan after the he leaves the employ or service of the Company, except that Feehan is so obligated if the same relates to or is based on Confidential Information to which Feehan had access by virtue of his employment with the Company. Similarly, Feehan will not be obligated to assign any Protected Work to the Company that was conceived and reduced to practice prior to his employment, regardless of whether such Protected Work relates to or would be useful in the business of the Company. Feehan acknowledges and agrees that there are no Protected Works conceived and reduced to practice by him prior to his employment with the Company.

Ownership and Assignment of Protected Works. Executive agrees that any and all Confidential Information and Protected Works developed by Executive during his employment or other engagement with Company under this Agreement and during his employment with, or other engagement by Company prior to the execution of this Agreement (whether as employee or independent contractor) are the sole property of CompanyEmployer, and that no compensation in addition to the amounts set forth in Section 2 of this Agreement Executive’s compensation hereunder is due to Executive for development or transfer of such Protected Works. Executive agrees that Executive shall promptly disclose in writing to Employer the existence of any Protected Works. Executive hereby assigns and agrees to assign all of his respective Executive’s rights, title title, and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to CompanyEmployer. Executive shall not be entitled to use Protected Works for Executive’s own benefit or the benefit of anyone except Employer without written permission from Employer and then only subject to the terms of such permission. Executive further agrees at Company's request and without further consideration, but at the expense of Company, that Executive will communicate to Company Employer any facts known to Executive and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionaldivisionals, continuingcontinuations, continuationcontinuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications applications, and all other instruments or papers to carry cany into full force and effect, effect the assignment, transfer transfer, and conveyance hereby made or intended to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by CompanyEmployer. Executive agrees that he will not apply for any state, federal, or other jurisdiction's registration of rights in any of the Protected Works and that he Executive will not oppose or object in any way to applications for registration of same Protected Works by Company Employer or others designated by CompanyEmployer. Executive agrees to exercise reasonable care to avoid making the Protected Works available to any third party. Executive also agrees that he party and shall be liable to Company Employer for all damagesdamages and expenses, including reasonable attorneys' fees and other expenses of litigation’ fees, if the Protected Works are made available to third parties in any manner by Executive without the express written consent of CompanyEmployer. Anything herein to the contrary notwithstanding, Executive will not be obligated to assign to Employer any Protected Work for which no equipment, supplies, facilities, or Confidential Information of Employer was used and which was developed entirely on Executive’s own time, unless (A) the invention relates (1) directly to the business of Employer, or (2) to the Employer’s actual or demonstrably anticipated research or development; or (B) the invention results from any work performed by Executive for Employer. Executive likewise will not be obligated to assign to Employer any Protected Work that is conceived by Executive after Executive leaves the employ of Employer, except that Executive is so obligated if the same relates to or is based on Confidential Information to which Executive had access by virtue of employment with Employer. Similarly, Executive will not be obligated to assign any Protected Work to Employer that was conceived and reduced to practice prior to Executive’s employment with Employer, regardless of whether such Protected Work relates to or would be useful in the business of Employer. Executive acknowledges and agrees that there are no LEGAL02/43757576v4 Protected Works conceived and reduced to practice by Executive prior to her employment with Employer.