Common use of Ownership of Proceeds of Employment; Confidentiality of Information, Etc Clause in Contracts

Ownership of Proceeds of Employment; Confidentiality of Information, Etc. (a) The Company shall be the sole and exclusive owner throughout the universe in perpetuity of all of the results and proceeds of Employee's services, work and labor during the Employment Period in connection with Employee's employment by the Company, including without limitation all Intellectual Property which Employee may develop, create, write or otherwise produce during the Employment Period, free and clear of any and all claims, liens or encumbrances. All results and proceeds of Employee's services, work and labor during the Employment Period shall be deemed to be works-made-for-hire for the Company within the meaning of the copyright laws of the United States and the Company shall be deemed to be the sole author thereof in all territories and for all purposes. (b) If under any applicable law the fact that the Intellectual Property is a work- made-for-hire is not effective to place authorship and ownership of the Intellectual Property and all rights therein in the Company, then to the fullest extent allowable and for the full term of protection otherwise accorded to Employee under such applicable law, Employee hereby assigns and transfers to the Company any and all right, title and interest of Employee and any other works now or hereafter created containing the Intellectual Property. (c) Employee hereby grants the Company the right to change, add to, take from, translate, reformat or reprocess the Intellectual Property in any manner the Company may in its sole discretion determine. To the fullest extent allowable under any applicable law, Employee hereby irrevocably waives or assigns to the Company so-called “moral rights” or “droit moral.” Employee expressly acknowledges that many parties will contribute to the Intellectual Property and other works that will embody all or part of the Intellectual Property. Accordingly, if under any applicable law the above waiver or assignment by Employee of “moral rights” or “droit moral” is not effective, then Employee agrees to exercise such rights in a manner which recognizes the contribution of and will not have a material adverse effect upon such other parties. (d) Employee is not required to assign any invention, as that term is used in Section 2870 of the California Labor Code, about which Employee can prove all of the following (a “Qualifying Invention”): (a) it was developed entirely on Employee’s own time; (b) it was developed without the use of any equipment, supplies, facilities or trade secret information of the Company; (c) it does not relate to the Company’s business or the actual or demonstrably anticipated research or development of the Company; and (d) it does not result from any work performed by Employee for the Company. As to any Qualifying Invention that results in any product, production, service or development with potential commercial application, the Company shall have the right of first refusal to obtain exclusive rights to the Qualifying Invention and such product, production, service or development. (e) Employee has attached to this Agreement a list describing all inventions, whether completed or not, belonging to Employee and made prior to Employee’s employment with the Company that Employee wishes to exclude from this Agreement. Employee understands that it is in Employee’s interest to list any inventions to which Employee wants to claim any rights. Employee also understands that Employee should not disclose them in detail, but only identify them by titles and dates of documents describing them. Employee understands that the Company’s receipt of this list does not constitute an agreement by the Company, either express or implied, that such listed inventions belong to Employee, and also understands that the Company reserves the right to dispute ownership of such listed inventions at any time. If no such list is attached, Employee represents that there are no such inventions. As to any invention in which Employee has an interest at any time prior to or during employment with the Company, if Employee uses or incorporates such invention in any released or unreleased Company product, production, service, program, process, development or work in progress, or if Employee permits the Company to use or incorporate such invention, Employee hereby grants to the Company a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to exercise any and all rights with respect to such invention, including the right to protect, make, have made, modify, make derivative works of, distribute, sell or use that invention in any manner whatsoever without restriction as to the extent of Employee’s ownership or interest. (f) At any time during Employee’s employment with the Company or thereafter, Employee will execute any proper oath or verify any proper document that may be required or requested by the Company (in its sole discretion) in connection with carrying out the terms of this Agreement. If, because of Employee’s incapacity or for any other reason, the Company is unable to secure Employee’s signature to apply for or pursue any application for or registration of any U.S. or foreign patent or copyright covering Intellectual Property assigned to the Company as stated above or otherwise, Employee hereby irrevocably appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney in fact, to act in Employee’s stead to execute and file any such applications, documents or other instruments and to do all other lawful acts to further the prosecution, issuance, maintenance or enforcement of U.S. and foreign patent applications, patents and copyrights with the same legal force and effect as if executed by Employee. In furtherance of this Agreement, Employee will testify at the Company’s request (and if no longer employed at the Company, at the Company’s expense) in any legal proceeding arising during or after Employee’s employment. (g) All information, documents, notes, data, memoranda and Intellectual Property of any kind received, compiled, discovered, produced or otherwise made available to Employee during or in connection with Employee's employment by the Company relating in any way to the business of the Company or of any of its Affiliates and which has not been freely made available or confirmed to the general public by the Company (collectively, "Confidential Materials") shall be the sole and exclusive property of the Company and shall in perpetuity (both during and after Employee's employment by the Company) be maintained in utmost, strict confidence by Employee and held by Employee in trust for the benefit of the Company. Employee shall not during the Employment Period or at any time thereafter directly or indirectly release or disclose to any other Person any Confidential Materials, except with the prior written consent of the Company and in furtherance of the Company's business or as required by law. (h) Without the Company's written consent, Employee shall not, at any time during the Employment Period, become employed by, enter into contractual relationships with, or make, create, produce or distribute any motion picture, television program or other Intellectual Property or otherwise engage in any Media Business for, any Person other than the Company or its Affiliates. Without the Company's written consent, Employee shall not, at any time during the Employment Period, authorize or assist any other Person to directly or indirectly solicit, entice, persuade or induce any Person that is an employee of or consultant to the Company or that has another current or prospective business relationship with the Company to become employed by, enter into contractual relationships with, or make, create, produce or distribute any motion picture, television program or other Intellectual Property or otherwise engage in any Media Business for, any Person other than the Company or its Affiliates. (i) Without the Company's written consent, Employee shall not, and shall not authorize or assist any other Person to, directly or indirectly, at any time during Employee’s employment and for a period of one (1) year thereafter, solicit, entice, persuade or induce any other Person to terminate or refrain from extending or renewing (on the same or different terms) such Person's employment by, or contractual or business relationship with, the Company or any of its Affiliates. (j) The Company shall have the right to use Employee's name, approved biography and approved likeness (such approvals not to be unreasonably withheld), in connection with its business, including in advertising its products and services, and may grant this right to others.

Ownership of Proceeds of Employment; Confidentiality of Information, Etc. (a) The Company shall be the sole and exclusive owner throughout the universe in perpetuity of all of the results and proceeds of Employee's services, work and labor during the Employment Period in connection with Employee's employment by the Company, including without limitation all Intellectual Property which Employee may develop, create, write or otherwise produce during the Employment Period, free and clear of any and all claims, liens or encumbrances. All results and proceeds of Employee's services, work and labor during the Employment Period shall be deemed to be works-made-for-hire for the Company within the meaning of the copyright laws of the United States and the Company shall be deemed to be the sole author thereof in all territories and for all purposes. (b) If under any applicable law the fact that the Intellectual Property is a work- made-for-hire is not effective to place authorship and ownership of the Intellectual Property and all rights therein in the Company, then to the fullest extent allowable and for the full term of protection otherwise accorded to Employee under such applicable law, Employee hereby assigns and transfers to the Company any and all right, title and interest of Employee and any other works now or hereafter created containing the Intellectual Property. (c) Employee hereby grants the Company the right to change, add to, take from, translate, reformat or reprocess the Intellectual Property in any manner the Company may in its sole discretion determine. To the fullest extent allowable under any applicable law, Employee hereby irrevocably waives or assigns to the Company so-called “moral rights” or “droit moral.” Employee expressly acknowledges that many parties will contribute to the Intellectual Property and other works that will embody all or part of the Intellectual Property. Accordingly, if under any applicable law the above waiver or assignment by Employee of “moral rights” or “droit moral” is not effective, then Employee agrees to exercise such rights in a manner which recognizes the contribution of and will not have a material adverse effect upon such other parties. (d) Employee is not required to assign any invention, as that term is used in Section 2870 of the California Labor Code, about which Employee can prove all of the following (a “Qualifying Invention”): (a) it was developed entirely on Employee’s own time; (b) it was developed without the use of any equipment, supplies, facilities or trade secret information of the Company; (c) it does not relate to the Company’s business or the actual or demonstrably anticipated research or development of the Company; and (d) it does not result from any work performed by Employee for the Company. As to any Qualifying Invention that results in any product, production, service or development with potential commercial application, the Company shall have the right of first refusal to obtain exclusive rights to the Qualifying Invention and such product, production, service or development. (e) Employee has attached to this Agreement a list describing all inventions, whether completed or not, belonging to Employee and made prior to Employee’s employment with the Company that Employee wishes to exclude from this Agreement. Employee understands that it is in Employee’s interest to list any inventions to which Employee wants to claim any rights. Employee also understands that Employee should not disclose them in detail, but only identify them by titles and dates of documents describing them. Employee understands that the Company’s receipt of this list does not constitute an agreement by the Company, either express or implied, that such listed inventions belong to Employee, and also understands that the Company reserves the right to dispute ownership of such listed inventions at any time. If no such list is attached, Employee represents that there are no such inventions. As to any invention in which Employee has an interest at any time prior to or during employment with the Company, if Employee uses or incorporates such invention in any released or unreleased Company product, production, service, program, process, development or work in progress, or if Employee permits the Company to use or incorporate such invention, Employee hereby grants to the Company a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to exercise any and all rights with respect to such invention, including the right to protect, make, have made, modify, make derivative works of, distribute, sell or use that invention in any manner whatsoever without restriction as to the extent of Employee’s ownership or interest. (f) At any time during Employee’s employment with the Company or thereafter, Employee will execute any proper oath or verify any proper document that may be reasonably required or requested by the Company (in its sole discretion) in connection with carrying out the terms of this Agreement. If, because of Employee’s incapacity or for any other reason, the Company is unable to secure Employee’s signature within ten (10) days (or such shorter period if the circumstances require) to apply for or pursue any application for or registration of any U.S. or foreign patent or copyright covering Intellectual Property assigned to the Company as stated above or otherwise, Employee hereby irrevocably appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney in fact, to act in Employee’s stead to execute and file any such applications, documents or other instruments and to do all other lawful acts to further the prosecution, issuance, maintenance or enforcement of U.S. and foreign patent applications, patents and copyrights with the same legal force and effect as if executed by Employee. In furtherance of this Agreement, Employee will testify at the Company’s request (and if no longer employed at the Company, at the Company’s expense) in any legal proceeding arising during or after Employee’s employment. If requested, the Company will provide to Employee a copy of any document executed by the Company as Employee’s attorney in fact. (g) All information, documents, notes, data, memoranda and Intellectual Property of any kind received, compiled, discovered, produced or otherwise made available to Employee during or in connection with Employee's employment by the Company relating in any way to the business of the Company or of any of its Affiliates and which has not been freely made available or confirmed to the general public by the Company (collectively, "Confidential Materials") shall be the sole and exclusive property of the Company and shall in perpetuity (both during and after Employee's employment by the Company) be maintained in utmost, strict confidence by Employee and held by Employee in trust for the benefit of the Company. Employee shall not during the Employment Period or at any time thereafter directly or indirectly release or disclose to any other Person any Confidential Materials, except with the prior written consent of the Company and in furtherance of the Company's business or as required by law. (h) Without the Company's written consent, Employee shall not, at any time during the Employment Period, become employed by, enter into contractual relationships with, or make, create, produce or distribute any motion picture, television program or other Intellectual Property or otherwise engage in any Media Business for, any Person other than the Company or its Affiliates. Without the Company's written consent, Employee shall not, at any time during the Employment Period, authorize or assist any other Person to directly or indirectly solicit, entice, persuade or induce any Person that is an employee of or consultant to the Company or that has another current or prospective business relationship with the Company to become employed by, enter into contractual relationships with, or make, create, produce or distribute any motion picture, television program or other Intellectual Property or otherwise engage in any Media Business for, any Person other than the Company or its Affiliates. (i) Without the Company's written consent, Employee shall not, and shall not authorize or assist any other Person to, directly or indirectly, at any time during Employee’s employment and for a period of one (1) year thereafter, solicit, entice, persuade or induce any other Person to terminate or refrain from extending or renewing (on the same or different terms) such Person's employment by, or contractual or business relationship with, the Company or any of its Affiliates. (j) The Company shall have the right to use Employee's name, approved biography and approved likeness (such approvals not to be unreasonably withheld), in connection with its business, including in advertising its products and services, and may grant this right to others.

Ownership of Proceeds of Employment; Confidentiality of Information, Etc. (a) The Company shall be the sole and exclusive owner throughout the universe in perpetuity of all of the results and proceeds of Employee's services, work and labor during the Employment Period in connection with Employee's employment by the Company, including without limitation all Intellectual Property which Employee may develop, create, write or otherwise produce during the Employment Period, free and clear of any and all claims, liens or encumbrances. All results and proceeds of Employee's services, work and labor during the Employment Period shall be deemed to be works-made-for-hire for the Company within the meaning of the copyright laws of the United States and the Company shall be deemed to be the sole author thereof in all territories and for all purposes. (b) If under any applicable law the fact that the Intellectual Property is a work- work-made-for-hire is not effective to place authorship and ownership of the Intellectual Property and all rights therein in the Company, then to the fullest extent allowable and for the full term of protection otherwise accorded to Employee under such applicable law, Employee hereby assigns and transfers to the Company any and all right, title and interest of Employee and any other works now or hereafter created containing the Intellectual Property. (c) Employee hereby grants the Company the right to change, add to, take from, translate, reformat or reprocess the Intellectual Property in any manner the Company may in its sole discretion determine. To the fullest extent allowable under any applicable law, Employee hereby h ereby irrevocably waives or assigns to the Company so-called “moral rights” or “droit moral.” Employee expressly acknowledges that many parties will contribute to the Intellectual Property and other works that will embody all or part of the Intellectual Property. Accordingly, if under any applicable law the above waiver or assignment by Employee of “moral rights” or “droit moral” is not effective, then Employee agrees to exercise such rights in a manner which recognizes the contribution of and will not have a material adverse effect upon such other parties.under (d) Employee is not required to assign any invention, as that term is used in Section 2870 of the California Labor Code, about which Employee can prove all of the following (a “Qualifying Invention”): (a) it was developed entirely on Employee’s own time; (b) it was developed without the use of any equipment, supplies, facilities or trade secret information of the Company; (c) it does not relate to the Company’s business or the actual or demonstrably anticipated research or development of the Company; and (d) it does not result from any work performed by Employee for the Company. As to any Qualifying Invention that results in any product, production, service or development with potential commercial application, the Company shall have the right of first refusal to obtain exclusive rights to the Qualifying Invention and such product, production, service or development. (e) Employee has attached to this Agreement a list describing all inventions, whether hether completed or not, belonging to Employee and made prior to Employee’s employment with the Company that Employee wishes to exclude from this Agreement. Employee understands that it is in Employee’s interest to list any inventions to which Employee wants to claim any rights. Employee also understands that Employee should not disclose them in detail, but only identify them by titles and dates of documents describing them. Employee understands that the Company’s receipt of this list does not constitute an agreement by the Company, either express or implied, that such listed inventions belong to Employee, and also understands that the Company reserves the right to dispute ownership of such listed inventions at any time. If no such list is attached, Employee represents that there are no such inventions. As to any invention in which Employee has an interest at any time prior to or during employment with the Company, if Employee uses or incorporates such invention in any released or unreleased Company product, production, service, program, process, development or work in progress, or if Employee permits the Company to use or incorporate such invention, Employee hereby grants to the Company a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to exercise any and all rights with respect to such invention, including the right to protect, make, have made, modify, make derivative works of, distribute, sell or use that invention in any manner whatsoever without restriction r estriction as to the extent of Employee’s ownership or interest. (f) At any time during Employee’s employment with the Company or thereafter, Employee will execute any proper oath or verify any proper document that may be required or requested by the Company (in its sole discretion) in connection with carrying out the terms of this Agreement. If, because of Employee’s incapacity or for any other reason, the Company is unable to secure Employee’s signature to apply for or pursue any application for or registration of any U.S. or foreign patent or copyright covering Intellectual Property assigned to the Company as stated above or otherwise, Employee hereby irrevocably appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney in fact, to act in Employee’s stead to execute and file any such applications, documents or other instruments and to do all other lawful acts to further the prosecution, issuance, maintenance or enforcement of U.S. and foreign patent applications, patents and copyrights with the same legal force and effect as if executed by Employee. In furtherance of this Agreement, Employee will testify at the Company’s request (and if no longer employed at the Company, at the Company’s expense) in any legal proceeding arising during or after Employee’s employment.in (g) All information, documents, notes, data, memoranda and Intellectual Property of any kind received, compiled, discovered, produced or otherwise made available to Employee during or in connection with Employee's employment by the Company relating in any way to the business of the Company or of any of its Affiliates and which has not been freely made available or confirmed to the general public by the Company (collectively, "Confidential Materials") shall be the sole and exclusive property of the Company and shall in perpetuity (both during and after Employee's employment by the Company) be maintained in utmost, strict confidence by Employee and held by Employee in trust for the benefit of the Company. Employee shall not during the Employment Period or at any time thereafter directly or indirectly release or disclose to any other Person any Confidential Materials, except with the prior written consent of the Company and in furtherance of the Company's business or as required by law. (h) Without the Company's written consent, Employee shall not, at any time during the Employment Period, become employed by, enter into contractual relationships with, or make, create, produce or distribute any motion picture, television program or other Intellectual Property or otherwise engage in any Media Business for, any Person other than the Company or its Affiliates. Without the Company's written consent, Employee shall not, at any time during the Employment Period, authorize or assist any other Person to directly or indirectly solicit, entice, persuade or induce any Person that is an employee of or consultant to the Company or that has another current or prospective business relationship with the Company to become employed by, enter into contractual relationships with, or make, create, produce or distribute any motion picture, television program or other Intellectual Property or otherwise engage in any Media Business for, any Person other than the Company or its Affiliates. (i) Without the Company's written consent, Employee shall not, and shall not authorize or assist any other Person to, directly or indirectly, at any time during Employee’s employment and for a period of one (1) year thereafter, solicit, entice, persuade or induce any other Person to terminate or refrain from extending or renewing (on the same or different terms) such Person's employment by, or contractual or business relationship with, the Company or any of its Affiliates. (j) The Company shall have the right to use Employee's name, approved biography and approved likeness (such approvals not to be unreasonably withheld), in connection with its business, including in advertising its products and services, and may grant this right to others.”

Ownership of Proceeds of Employment; Confidentiality of Information, Etc. (a) The Company shall be the sole and exclusive owner throughout the universe in perpetuity of all of the results and proceeds of Employee's services, work and labor during the Employment Period in connection with Employee's employment by the Company, including without limitation all Intellectual Property which Employee may develop, create, write or otherwise produce during the Employment Period, free and clear of any and all claims, liens or encumbrances. All results and proceeds of Employee's services, work and labor during the Employment Period shall be deemed to be works-made-for-hire for the Company within the meaning of the copyright laws of the United States and the Company shall be deemed to be the sole author thereof in all territories and for all purposes. (b) If under any applicable law the fact that the Intellectual Property is a work- made-for-hire is not effective to place authorship and ownership of the Intellectual Property and all rights therein in the Company, then to the fullest extent allowable and for the full term of protection otherwise accorded to Employee under such applicable law, Employee hereby assigns and transfers to the Company any and all right, title and interest of Employee and any other works now or hereafter created containing the Intellectual Property. (c) Employee hereby grants the Company the right to change, add to, take from, translate, reformat or reprocess the Intellectual Property in any manner the Company may in its sole discretion determine. To the fullest extent allowable under any applicable law, Employee hereby irrevocably waives or assigns to the Company so-called “moral rights” or “droit moral.” Employee expressly acknowledges that many parties will contribute to the Intellectual Property and other works that will embody all or part of the Intellectual Property. Accordingly, if under any applicable law the above waiver or assignment by Employee of “moral rights” or “droit moral” is not effective, then Employee agrees to exercise such rights in a manner which recognizes the contribution of and will not have a material adverse effect upon such other parties. (d) Employee is not required to assign any invention, as that term is used in Section 2870 of the California Labor Code, about which Employee can prove all of the following (a “Qualifying Invention”): (a) it was developed entirely on Employee’s own time; (b) it was developed without the use of any equipment, supplies, facilities or trade secret information of the Company; (c) it does not relate to the Company’s business or the actual or demonstrably anticipated research or development of the Company; and (d) it does not result from any work performed by Employee for the Company. As to any Qualifying Invention that results in any product, production, service or development with potential commercial application, the Company shall have the right of first refusal negotiation to obtain exclusive rights to the Qualifying Invention and such product, production, service or development. (e) Employee has attached to this Agreement a list describing all inventions, whether completed or not, belonging to Employee and made prior to Employee’s employment with the Company that Employee wishes to exclude from this Agreement. Employee understands that it is in Employee’s interest to list any inventions to which Employee wants to claim any rights. Employee also understands that Employee should not disclose them in detail, but only identify them by titles and dates of documents describing them. Employee understands that the Company’s receipt of this list does not constitute an agreement by the Company, either express or implied, that such listed inventions belong to Employee, and also understands that the Company reserves the right to dispute ownership of such listed inventions at any time. If no such list is attached, Employee represents that there are no such inventions. As to any invention in which Employee has an interest at any time prior to or during employment with the Company, if Employee uses or incorporates such invention in any released or unreleased Company product, production, service, program, process, development or work in progress, or if Employee permits the Company to use or incorporate such invention, Employee hereby grants to the Company a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to exercise any and all rights with respect to such invention, including the right to protect, make, have made, modify, make derivative works of, distribute, sell or use that invention in any manner whatsoever without restriction as to the extent of Employee’s ownership or interest. (f) At any time during Employee’s employment with the Company or thereafter, Employee will execute any proper oath or verify any proper document that may be required or requested by the Company (in its sole discretion) in connection with carrying out the terms of this Agreement. If, because of Employee’s incapacity or for any other reason, the Company is unable to secure Employee’s signature to apply for or pursue any application for or registration of any U.S. or foreign patent or copyright covering Intellectual Property assigned to the Company as stated above or otherwise, Employee hereby irrevocably appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney in fact, to act in Employee’s stead to execute and file any such applications, documents or other instruments and to do all other lawful acts to further the prosecution, issuance, maintenance or enforcement of U.S. and foreign patent applications, patents and copyrights with the same legal force and effect as if executed by Employee. In furtherance of this Agreement, Employee will testify at the Company’s request (and if no longer employed at the Company, at the Company’s expense) in any legal proceeding arising during or after Employee’s employment. (g) All information, documents, notes, data, memoranda and Intellectual Property of any kind received, compiled, discovered, produced or otherwise made available to Employee during or in connection with Employee's employment by the Company relating in any way to the business of the Company or of any of its Affiliates and which has not been freely made available or confirmed to the general public by the Company (collectively, "Confidential Materials") shall be the sole and exclusive property of the Company and shall in perpetuity (both during and after Employee's employment by the Company) be maintained in utmost, strict confidence by Employee and held by Employee in trust for the benefit of the Company. Employee shall not during the Employment Period or at any time thereafter directly or indirectly release or disclose to any other Person any Confidential Materials, except with the prior written consent of the Company and in furtherance of the Company's business or as required by law. (h) Without the Company's written consent, Employee shall not, at any time during the Employment Period, become employed by, enter into contractual relationships with, or make, create, produce or distribute any motion picture, television program or other Intellectual Property or otherwise engage in any Media Business for, any Person other than the Company or its Affiliates. Without the Company's written consent, Employee shall not, at any time during the Employment Period, authorize or assist any other Person to directly or indirectly solicit, entice, persuade or induce any Person that is an employee of or consultant to the Company or that has another current or prospective business relationship with the Company to become employed by, enter into contractual relationships with, or make, create, produce or distribute any motion picture, television program or other Intellectual Property or otherwise engage in any Media Business for, any Person other than the Company or its Affiliates. (i) Without the Company's written consent, Employee shall not, and shall not authorize or assist any other Person to, directly or indirectly, at any time during Employee’s employment and for a period of one (1) year thereafter, solicit, entice, persuade or induce any other Person to terminate or refrain from extending or renewing (on the same or different terms) such Person's employment by, or contractual or business relationship with, the Company or any of its Affiliates. (j) The Company shall have the right to use Employee's name, approved biography and approved likeness (such approvals not to be unreasonably withheld), in connection with its businessbusiness and Employee’s role therein, including in advertising its products and services, and may grant this right to others.

Ownership of Proceeds of Employment; Confidentiality of Information, Etc. (a) The Company shall be the sole and exclusive owner throughout the universe in perpetuity of all of the results and proceeds of Employee's services, work and labor during the Employment Period in connection with Employee's employment by the Company, including without limitation all Intellectual Property which Employee may develop, create, write or otherwise produce during the Employment Period, free and clear of any and all claims, liens or encumbrances. All results and proceeds of Employee's services, work and labor during the Employment Period shall be deemed to be works-made-for-hire for the Company within the meaning of the copyright laws of the United States and the Company shall be deemed to be the sole author thereof in all territories and for all purposes. (b) If under any applicable law the fact that the Intellectual Property is a work- made-for-hire is not effective to place authorship and ownership of the Intellectual Property and all rights therein in the Company, then to the fullest extent allowable and for the full term of protection otherwise accorded to Employee under such applicable law, Employee hereby assigns and transfers to the Company any and all right, title and interest of Employee and any other works now or hereafter created containing the Intellectual Property. (c) Employee hereby grants the Company the right to change, add to, take from, translate, reformat or reprocess the Intellectual Property in any manner the Company may in its sole discretion determine. To the fullest extent allowable under any applicable law, Employee hereby irrevocably waives or assigns to the Company so-called “moral rights” or “droit moral.” Employee expressly acknowledges that many parties will contribute to the Intellectual Property and other works that will embody all or part of the Intellectual Property. Accordingly, if under any applicable law the above waiver or assignment by Employee of “moral rights” or “droit moral” is not effective, then Employee agrees to exercise such rights in a manner which recognizes the contribution of and will not have a material adverse effect upon such other parties. (d) Employee is not required to assign any invention, as that term is used in Section 2870 of the California Labor Code, about which Employee can prove all of the following (a “Qualifying Invention”): (a) it was developed entirely on Employee’s own time; (b) it was developed without the use of any equipment, supplies, facilities or trade secret information of the Company; (c) it does not relate to the Company’s business or the actual or demonstrably anticipated research or development of the Company; and (d) it does not result from any work performed by Employee for the Company. As to any Qualifying Invention that results in any product, production, service or development with potential commercial application, the Company shall have the right of first refusal to obtain exclusive rights to the Qualifying Invention and such product, production, service or development. (e) Employee has attached to this Agreement a list describing all inventions, whether completed or not, belonging to Employee and made prior to Employee’s employment with the Company that Employee wishes to exclude from this Agreement. Employee understands that it is in Employee’s interest to list any inventions to which Employee wants to claim any rights. Employee also understands that Employee should not disclose them in detail, but only identify them by titles and dates of documents describing them. Employee understands that the Company’s receipt of this list does not constitute an agreement by the Company, either express or implied, that such listed inventions belong to Employee, and also understands that the Company reserves the right to dispute ownership of such listed inventions at any time. If no such list is attached, Employee represents that there are no such inventions. As to any invention in which Employee has an interest at any time prior to or during employment with the Company, if Employee uses or incorporates such invention in any released or unreleased Company product, production, service, program, process, development or work in progress, or if Employee permits the Company to use or incorporate such invention, Employee hereby grants to the Company a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to exercise any and all rights with respect to such invention, including the right to protect, make, have made, modify, make derivative works of, distribute, sell or use that invention in any manner whatsoever without restriction as to the extent of Employee’s ownership or interest. (f) At any time during Employee’s employment with the Company or thereafter, Employee will execute any proper oath or verify any proper document that may be required or requested by the Company (in its sole discretion) in connection with carrying out the terms of this Agreement. If, because of Employee’s incapacity or for any other reason, the Company is unable to secure Employee’s signature to apply for or pursue any application for or registration of any U.S. or foreign patent or copyright covering Intellectual Property assigned to the Company as stated above or otherwise, Employee hereby irrevocably appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney in fact, to act in Employee’s stead to execute and file any such applications, documents or other instruments and to do all other lawful acts to further the prosecution, issuance, maintenance or enforcement of U.S. and foreign patent applications, patents and copyrights with the same legal force and effect as if executed by Employee. In furtherance of this Agreement, Employee will testify at the Company’s request (and if no longer employed at the Company, at the Company’s expense) in any legal proceeding arising during or after Employee’s employment. (g) All information, documents, notes, data, memoranda and Intellectual Property of any kind received, compiled, discovered, produced or otherwise made available to Employee during or in connection with Employee's employment by the Company relating in any way to the business of the Company or of any of its Affiliates and which has not been freely made available or confirmed to the general public by the Company (collectively, "Confidential Materials") shall be the sole and exclusive property of the Company and shall in perpetuity (both during and after Employee's employment by the Company) be maintained in utmost, strict confidence by Employee and held by Employee in trust for the benefit of the Company. Employee shall not during the Employment Period or at any time thereafter directly or indirectly release or disclose to any other Person any Confidential Materials, except with the prior written consent of the Company and in furtherance of the Company's business or as required by law. (h) Without the Company's written consent, Employee shall not, at any time during the Employment Period, become employed by, enter into contractual relationships with, or make, create, produce or distribute any motion picture, television program or other Intellectual Property or otherwise engage in any Media Business for, any Person other than the Company or its AffiliatesAffiliates (provided that the foregoing shall not apply to the extent required for Employee to satisfy Employee’s Mitigation Obligation under Section 4(g) of the Agreement). Without the Company's written consent, Employee shall not, at any time during the Employment Period, authorize or assist any other Person to directly or indirectly solicit, entice, persuade or induce any Person that is an employee of or consultant to the Company or that has another current or prospective business relationship with the Company to become employed by, enter into contractual relationships with, or make, create, produce or distribute any motion picture, television program or other Intellectual Property or otherwise engage in any Media Business for, any Person other than the Company or its Affiliates. (i) Without the Company's written consent, Employee shall not, and shall not authorize or assist any other Person to, directly or indirectly, at any time during Employee’s employment the Employment Period and for a period of one (1) year thereafter, solicit, entice, persuade or induce any other Person to terminate or refrain from extending or renewing (on the same or different terms) such Person's employment by, or contractual or business relationship with, the Company or any of its Affiliates. (j) The Company shall have the right to use Employee's name, approved biography and approved likeness (such approvals not to be unreasonably withheld), in connection with its business, including in advertising its products and services, and may grant this right to others.

Ownership of Proceeds of Employment; Confidentiality of Information, Etc. (a) The Company shall be the sole and exclusive owner throughout the universe in perpetuity of all of the results and proceeds of Employee's services, work and labor during the Employment Period in connection with Employee's employment by the Company, including without limitation all Intellectual Property which Employee may develop, create, write or otherwise produce during the Employment PeriodPeriod in connection with Employee’s employment (e.g., Employee shall retain ownership of any “spec” screenplay or pilot that Employee writes entirely on his own time without using the Company’s equipment, supplies, facilities or trade secret information), free and clear of any and all claims, liens or encumbrances. All results and proceeds of Employee's services, work and labor during the Employment Period in connection with the Employment Agreement shall be deemed to be works-made-for-hire for the Company within the meaning of the copyright laws of the United States and the Company shall be deemed to be the sole author thereof in all territories and for all purposespurposes in connection with the Employment Agreement. (b) If under any applicable law the fact that the Intellectual Property is a work- work-made-for-hire is not effective to place authorship and ownership of the Intellectual Property and all rights therein in the Company, then to the fullest extent allowable and for the full term of protection otherwise accorded to Employee under such applicable law, Employee hereby assigns and transfers to the Company any and all right, title and interest of Employee and any other works now or hereafter created containing the Intellectual Property. (c) Employee hereby grants the Company the right to change, add to, take from, translate, reformat or reprocess the Intellectual Property in any manner the Company may in its sole discretion determine. To the fullest extent allowable under any applicable law, Employee hereby irrevocably waives or assigns to the Company so-called “moral rights” or “droit moral.” Employee expressly acknowledges that many parties will contribute to the Intellectual Property and other works that will embody all or part of the Intellectual Property. Accordingly, if under any applicable law the above waiver or assignment by Employee of “moral rights” or “droit moral” is not effective, then Employee agrees to exercise such rights in a manner which recognizes the contribution of and will not have a material adverse effect upon such other parties. (d) Employee is not required to assign any invention, as that term is used in Section 2870 of the California Labor Code, about which Employee can prove all of the following (a “Qualifying Invention”): (a) it was developed entirely on Employee’s own time; (b) it was developed without the use of any equipment, supplies, facilities or trade secret information of the Company; (c) it does not relate to the Company’s business or the actual or demonstrably anticipated research or development of the Company; and (d) it does not result from any work performed by Employee for the Company. As to any Qualifying Invention that results in any product, production, service or development with potential commercial application, the Company shall have the right of first refusal during the Employment Period to obtain exclusive rights to the Qualifying Invention and such product, production, service or development. (e) Employee has attached to this Agreement a list describing all inventions, whether completed or not, belonging to Employee and made prior to Employee’s employment with the Company that Employee wishes to exclude from this Agreement. Employee understands that it is in Employee’s interest to list any inventions to which Employee wants to claim any rights. Employee also understands that Employee should not disclose them in detail, but only identify them by titles and dates of documents describing them. Employee understands that the Company’s receipt of this list does not constitute an agreement by the Company, either express or implied, that such listed inventions belong to Employee, and also understands that the Company reserves the right to dispute ownership of such listed inventions at any time. If no such list is attached, Employee represents that there are no such inventions. As to any invention in which Employee has an interest at any time prior to or during employment with the Company, if Employee uses or incorporates such invention in any released or unreleased Company product, production, service, program, process, development or work in progress, or if Employee permits the Company to use or incorporate such invention, Employee hereby grants to the Company a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to exercise any and all rights with respect to such invention, including the right to protect, make, have made, modify, make derivative works of, distribute, sell or use that invention in any manner whatsoever without restriction as to the extent of Employee’s ownership or interest. (f) At any time during Employee’s employment with the Company or thereafter, Employee will execute any proper oath or verify any proper document that may be required or requested by the Company (in its sole discretion) in connection with carrying out the terms of this Agreement. If, because of Employee’s incapacity or for any other reason, the Company is unable to secure Employee’s signature to apply for or pursue any application for or registration of any U.S. or foreign patent or copyright covering Intellectual Property assigned to the Company as stated above or otherwise, Employee hereby irrevocably appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney in fact, to act in Employee’s stead to execute and file any such applications, documents or other instruments and to do all other lawful acts to further the prosecution, issuance, maintenance or enforcement of U.S. and foreign patent applications, patents and copyrights with the same legal force and effect as if executed by Employee. In furtherance of this Agreement, Employee will testify at the Company’s request at the Company’s expense (and if no longer employed at the Company, at the Company’s expense) in any legal proceeding arising during or after Employee’s employment. (g) All information, documents, notes, data, memoranda and Intellectual Property of any kind received, compiled, discovered, produced or otherwise made available to Employee during or and in connection with Employee's employment by the Company relating in any way to the business of the Company or of any of its Affiliates and which has not been freely made available or confirmed to the general public by the Company (collectively, "Confidential Materials") shall be the sole and exclusive property of the Company and shall in perpetuity (both during and after Employee's employment by the Company) be maintained in utmost, strict confidence by Employee and held by Employee in trust for the benefit of the Company. Employee shall not during the Employment Period or at any time thereafter directly or indirectly release or disclose to any other Person any Confidential Materials, except with the prior written consent of the Company and in furtherance of the Company's business or as required by law. (h) Without the Company's written consent, Employee shall not, at any time during the Employment Period, become employed by, enter into contractual relationships with, or make, create, produce or distribute any motion picture, television program or other Intellectual Property or otherwise engage in any Media Business for, any Person other than the Company or its Affiliates. Without the Company's written consent, Employee shall not, at any time during the Employment Period, authorize or assist any other Person to directly or indirectly solicit, entice, persuade or induce any Person that is an employee of or consultant to the Company or that has another current or prospective business relationship with the Company to become employed by, enter into contractual relationships with, or make, create, produce or distribute any motion picture, television program or other Intellectual Property or otherwise engage in any Media Business for, any Person other than the Company or its Affiliates. (i) Without the Company's written consent, Employee shall not, and shall not authorize or assist any other Person (excluding Employee’s assistant) to, directly or indirectly, at any time during Employee’s employment and for a period of one (1) year thereafter, solicit, entice, persuade or induce any other Person to terminate or refrain from extending or renewing (on the same or different terms) such Person's employment by, or contractual or business relationship with, the Company or any of its Affiliates. Notwithstanding the foregoing, it is acknowledged by the Company that for the period one year after the Employment Period, during the course and context of employment, Employee may interact with talent previously engaged by the Company. (j) The Company shall have the right to use Employee's name, approved biography and approved likeness (such approvals not to be unreasonably withheld), in connection with its business, including in advertising its products and services, and may grant this right to others.