Common use of Ownership; Rights; Proprietary Information; Publicity Clause in Contracts

Ownership; Rights; Proprietary Information; Publicity. a. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of Consultant during the term of this Agreement that relate to the subject matter of, or arise out of, or in connection with, the Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and Consultant will promptly disclose and provide all Inventions to Company. Consultant hereby makes all assignments necessary to accomplish the foregoing ownership; provided that no assignment is made that extends beyond what would be allowed under California Labor Code Section 2870 (attached as Exhibit B) if Consultant was an employee of Company. Consultant shall further assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned. Consultant hereby irrevocably designates and appoints Company as its agents and attorneys-in-fact, coupled with an interest, to act for and on Consultant’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant. Company will have the exclusive right to use all work product provided by Consultant to Company under this Agreement, which is also hereby assigned to Company. b. Consultant agrees that all Inventions and all other business, technical and financial information that Consultant develops, or learns, or obtains during the period over which Consultant is to be providing the Services that relate to Company or the business or demonstrably anticipated business of Company or in connection with the Services or that are received by or for Company in confidence, constitute “Proprietary Information” of Company. For avoidance of doubt, Proprietary Information includes without limitation all information relating the identity of and information relating to Company’s vendors, customers and employees, all non-public information relating to Company, or to Company’s products and technology, and all non-public information relating to any work product prepared by Consultant under this Agreement. Consultant will on a perpetual basis hold in confidence and not disclose Proprietary Information or use for Consultant’s benefit or for the benefit of any third party. Consultant’s obligation of non-use and non-disclosure, however, will not extend to information that Consultant can prove (by competent documentary evidence) has become publicly available without restriction through no fault of Consultant. In the event of any breach or threatened breach of the protection obligations stated herein, irreparable harm shall be presumed and Company shall be entitled to seek an injunction and/or seek specific performance without waiving any other remedies available at law or equity. Upon termination and as otherwise requested by Company, Consultant will promptly return to Company all items and copies containing or embodying Proprietary Information, except that Consultant may keep its personal copies of its compensation records and this Agreement. Consultant also recognizes and agrees that Consultant has no expectation of privacy or other right with respect to telecommunications sent using Company’s infrastructure, or to the networking or information processing systems of Company, and that such are to be used exclusively for Company business; this includes, without limitation, stored computer files, email messages and voice messages, created, sent or stored on Company systems. Consultant’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice and/or may be suspended or deactivated at any time, without notice. Company hereby provides notice, however, that the provisions set forth in this section do not abrogate the immunity set forth in Section 1833 of title 18, United States Code, relating to disclosure of a trade secret to an attorney or court in connection with specified actions. c. Consultant agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world and without any further compensation, Company may and is hereby authorized to use Consultant’s name in connection with promotion of its business, products and services and to allow others to do so. To the extent any of the foregoing is ineffective under applicable law, Consultant hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible. Consultant will confirm any such ratifications and consents from time to time as requested by Company. If any other person provides any Services or provides services similar to any of those referred to above in this paragraph in connection with the Services, Consultant will obtain the foregoing ratifications, consents and authorizations from such person for Company’s exclusive benefit. d. If any part of the Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to Consultant (or any person involved in the Services) and not assigned hereunder, Consultant hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).

Ownership; Rights; Proprietary Information; Publicity. a. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of Consultant during the term of this Agreement that relate to the subject matter of, of or arise out of, of or in connection with, with the Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and Consultant will promptly disclose and provide all Inventions to Company. Consultant hereby makes all assignments necessary to accomplish the foregoing ownership; provided that no assignment is made that extends beyond what would be allowed under California Labor Code Section 2870 (attached as Exhibit B) if Consultant was an employee of Company. Consultant shall further assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned. Consultant hereby irrevocably designates and appoints Company as its agents agent and attorneysattorney-in-fact, coupled with an interest, to act for and on Consultant’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant. Company will have Consultant and all other creators or owners of the exclusive right to use all work product provided by Consultant to Company under this Agreement, which is also hereby assigned to Companyapplicable Invention. b. Consultant agrees that all Inventions and all other business, technical and financial information that (including, without limitation, the identity of and information relating to customers or employees) developed, learned or obtained by or for or on behalf of Consultant develops, or learns, or obtains during the period over which that Consultant is to be providing the Services that relate to Company or the business or demonstrably anticipated business of Company or in connection with the Services Services, or that are received by or for Company in confidence, constitute “Proprietary Information.” of Company. For avoidance of doubt, Proprietary Information includes without limitation all information relating the identity of and information relating to Company’s vendors, customers and employees, all non-public information relating to Company, or to Company’s products and technology, and all non-public information relating to any work product prepared by Consultant under this Agreement. Consultant will on a perpetual basis shall hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information or use for Consultant’s benefit or for the benefit of any third partyInformation. Consultant’s obligation of non-use and non-disclosureHowever, however, will Consultant shall not extend be obligated under this paragraph with respect to information that Consultant can prove (by competent documentary evidence) has become document is or becomes readily publicly available without restriction through no fault of Consultant. In the event of any breach or threatened breach of the protection obligations stated herein, irreparable harm shall be presumed and Company shall be entitled to seek an injunction and/or seek specific performance without waiving any other remedies available at law or equity. Upon termination and or as otherwise requested by Company, Consultant will promptly return provide to Company all items and copies containing or embodying Proprietary Information, except that Consultant may keep its personal copies of its compensation records and this Agreement. Consultant also recognizes and agrees that Consultant has no expectation of privacy or other right with respect to telecommunications sent using Company’s infrastructuretelecommunications, or to the networking or information processing systems of Company, and that such are to be used exclusively for Company business; this includes(including, without limitation, stored computer files, email messages and voice messages, created, sent or stored on Company systems. ) and that Consultant’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice and/or may be suspended or deactivated at any time, without notice. Company hereby provides notice, however, that the provisions set forth in this section do not abrogate the immunity set forth in Section 1833 of title 18, United States Code, relating to disclosure of a trade secret to an attorney or court in connection with specified actions. c. As additional protection for Proprietary Information, Consultant agrees that during the period over which it is to be providing the Services (i) and for one year thereafter, Consultant will not directly or indirectly encourage or solicit any employee or consultant of Company to leave Company for any reason and (ii) Consultant will not engage in any services for any other party prior to November 2, 2018. d. To the extent allowed by law, Section 2.a and any license granted Company hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like. Furthermore, Consultant agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world world, and without any further compensation, Company may and is hereby authorized to (and to allow others to) use Consultant’s name in connection with promotion of its business, products and services and to allow others to do soor services. To the extent any of the foregoing is ineffective under applicable law, Consultant hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible. Consultant will confirm any such ratifications and consents from time to time as requested by Company. If any other person provides is in any Services or provides services similar to way involved in any of those referred to above in this paragraph in connection with the Services, Consultant will obtain the foregoing ratifications, consents and authorizations from such person for Company’s exclusive benefit. d. e. If any part of the Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to Consultant (or any person involved in the Services) and not assigned hereunder, Consultant hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).

Ownership; Rights; Proprietary Information; Publicity. a. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of Consultant during the term of this Agreement that relate solely to the subject matter of, of or arise out of, of or in connection with, with the Services or any Proprietary Information (as defined below) (collectively, “"Inventions”") and Consultant will promptly disclose and provide all Inventions to Company. Consultant hereby makes all assignments necessary to accomplish the foregoing ownership; provided that no assignment is made that extends beyond what would be allowed under California Labor Code Section 2870 (attached as Exhibit B) if Consultant was an employee of Company. Consultant shall further assist Company, at Company’s 's expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned. Consultant hereby irrevocably designates and appoints Company as its agents agent and attorneysattorney-in-fact, coupled with an interest, to act for and on Consultant’s 's behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant. Company will have Consultant and all other creators or owners of the exclusive right to use all work product provided by Consultant to Company under this Agreement, which is also hereby assigned to Companyapplicable Invention. b. Consultant agrees that all Inventions and all other business, technical and financial information that (including, without limitation, the identity of and information relating to customers or employees) developed, learned or obtained by or for or on behalf of Consultant develops, or learns, or obtains during the period over which that Consultant is to be providing the Services that relate solely to Company or the business or demonstrably anticipated business of Company or in connection with the Services Services, or that are received by or for Company in confidence, constitute “"Proprietary Information” of Company. For avoidance of doubt, Proprietary Information includes without limitation all information relating the identity of and information relating to Company’s vendors, customers and employees, all non-public information relating to Company, or to Company’s products and technology, and all non-public information relating to any work product prepared by ." Consultant under this Agreement. Consultant will on a perpetual basis shall hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information or use for Consultant’s benefit or for the benefit of any third partyInformation. Consultant’s obligation of non-use and non-disclosureHowever, however, will Consultant shall not extend be obligated under this paragraph with respect to information that Consultant can prove (by competent documentary evidence) has become document is or becomes readily publicly available without restriction through no fault of Consultant. In the event of any breach or threatened breach of the protection obligations stated herein, irreparable harm shall be presumed and Company shall be entitled to seek an injunction and/or seek specific performance without waiving any other remedies available at law or equity. Upon termination and or as otherwise requested by Company, Consultant will promptly return provide to Company all items and copies containing or embodying Proprietary Information, except that Consultant may keep its personal copies of its compensation records and this Agreement. Consultant also recognizes and agrees that Consultant has no expectation of privacy or other right with respect to telecommunications sent using Company’s infrastructure's telecommunications, or to the networking or information processing systems of Company, and that such are to be used exclusively for Company business; this includes(including, without limitation, stored computer files, email messages and voice messages, created, sent or stored on Company systems. ) and that Consultant’s 's activity, and any files or messages, on or using any of those systems may be monitored at any time without notice and/or may be suspended or deactivated at any time, without notice. Company hereby provides notice, however, that the provisions set forth in this section do not abrogate the immunity set forth in Section 1833 of title 18, United States Code, relating to disclosure of a trade secret to an attorney or court in connection with specified actions. c. As additional protection for Proprietary Information, Consultant agrees that during the period over which it is to be providing the Services (i) and for one year thereafter, Consultant will not directly or indirectly encourage or solicit any employee or consultant of Company to leave Company for any reason. Without limiting the foregoing, Consultant may perform services for other companies or persons, provided that such services do not represent a conflict of interest or a breach of Consultant's obligation under this Agreement or otherwise. d. To the extent allowed by law, Section 2.a and any license granted Company hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights," "artist's rights," "droit moral," or the like. Furthermore, Consultant agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world world, and without any further compensation, Company may and is hereby authorized to (and to allow others to) use Consultant’s 's name in connection with promotion of its business, products and services and to allow others to do soor services. To the extent any of the foregoing is ineffective under applicable law, Consultant hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible. Consultant will confirm any such ratifications and consents from time to time as requested by Company. If any other person provides is in any Services or provides services similar to way involved in any of those referred to above in this paragraph in connection with the Services, Consultant will obtain the foregoing ratifications, consents and authorizations from such person for Company’s 's exclusive benefit. d. e. If any part of the Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to Consultant (or any person involved in the Services) and not assigned hereunder, Consultant hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s 's exercise or exploitation of the Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them). f. Both during and after the term of this Agreement, Consultant acknowledges his continuing obligations under his Proprietary Information, Inventions, and Noncompetition Agreement dated December 5, 2013.

Ownership; Rights; Proprietary Information; Publicity. a. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of Consultant during the term of this Agreement that relate to the subject matter of, of or arise out of, of or in connection with, with the Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and Consultant will promptly disclose and provide all Inventions to Company. Consultant hereby makes all assignments necessary to accomplish the foregoing ownership; provided that no assignment is made that extends beyond what would be allowed under California Labor Code Section 2870 (attached as Exhibit B) if Consultant was an employee of Company. Consultant shall further assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned. Consultant hereby irrevocably designates and appoints Company as its agents and attorneys-in-fact, coupled with an interest, to act for and on Consultant’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by ConsultantConsultant and all other creators or owners of the applicable Invention. Company will have the exclusive right to use all work product provided by Consultant to Company under this Agreement, which is also hereby assigned to Company. b. Consultant agrees that all Inventions and all other business, technical and financial information that (including, without limitation, the identity of and information relating to customers or employees) developed, learned or obtained by or for or on behalf of Consultant develops, or learns, or obtains during the period over which that Consultant is to be providing the Services that relate to Company or the business or demonstrably anticipated business of Company or in connection with the Services or that are received by or for Company in confidence, constitute “Proprietary Information.” of Company. For avoidance of doubt, Proprietary Information includes without limitation all information relating the identity of and information relating to Company’s vendors, customers and employees, all non-public information relating to Company, or to Company’s products and technology, and all non-public information relating to any work product prepared by Consultant under this Agreement. Consultant will on a perpetual basis shall hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information or use for Consultant’s benefit or for the benefit of any third partyInformation. Consultant’s obligation of non-use and non-disclosureHowever, however, will Consultant shall not extend be obligated under this paragraph with respect to information that Consultant can prove (by competent documentary evidence) has become document is or becomes readily publicly available without restriction through no fault of Consultant. In the event of any breach or threatened breach of the protection obligations stated herein, irreparable harm shall be presumed and Company shall be entitled to seek an injunction and/or seek specific performance without waiving any other remedies available at law or equity. Upon termination and or as otherwise requested by Company, Consultant will promptly return provide to Company all items and copies containing or embodying Proprietary Information, except that Consultant may keep its personal copies of its compensation records and this Agreement. As additional protection for Proprietary Information, Consultant also recognizes and agrees that during the period over which it is to be providing the Services and for one year thereafter, Consultant has no expectation will not directly or indirectly encourage or solicit any employee or consultant of privacy or Company to leave Company for any reason. Without limiting the foregoing, Consultant may perform services for other right with respect to telecommunications sent using Company’s infrastructurepersons, or to the networking or information processing systems of Company, and provided that such are to be used exclusively for Company business; this includes, without limitation, stored computer files, email messages and voice messages, created, sent services do not represent a conflict of interest or stored on Company systems. a breach of Consultant’s activityobligation under this Agreement or otherwise. To the extent allowed by law, Section 2.a and any files or messageslicense granted Company hereunder includes all rights of paternity, on or using integrity, disclosure and withdrawal and any of those systems other rights that may be monitored at any time without notice and/or may be suspended known as or deactivated at any timereferred to as “moral rights,” “artist’s rights,” “droit moral,” or the like. Furthermore, without notice. Company hereby provides notice, however, that the provisions set forth in this section do not abrogate the immunity set forth in Section 1833 of title 18, United States Code, relating to disclosure of a trade secret to an attorney or court in connection with specified actions. c. Consultant agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world world, and without any further compensation, Company may and is hereby authorized to (and to allow others to) use Consultant’s name in connection with promotion of its business, products and or services and to allow others to do so. To the extent any of the foregoing is ineffective under applicable law, Consultant hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible. Consultant will confirm any such ratifications and consents from time to time as requested by Company. If any other person provides is in any Services or provides services similar to way involved in any of those referred to above in this paragraph in connection with the Services, Consultant will obtain the foregoing ratifications, consents and authorizations from such person for Company’s exclusive benefit. d. . If any part of the Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to Consultant (or any person involved in the Services) and not assigned hereunder, Consultant hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).

Ownership; Rights; Proprietary Information; Publicity. a. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of Consultant during the term of this Agreement that relate to the subject matter of, or arise out of, or in connection with, the with Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and Consultant will promptly disclose and provide all Inventions to Company. Consultant hereby makes all assignments necessary to accomplish the foregoing ownership; provided that no assignment is made that extends beyond what would be allowed under California Labor Code Section 2870 (attached as Exhibit B) if Consultant was an employee of Company. Consultant shall further assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce enforce, and defend any rights assigned. Consultant hereby irrevocably designates and appoints Company as its agents and attorneys-in-fact, coupled with an interest, to act for and on in Consultant’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant. Company will have the exclusive right to use all work product provided by Consultant to Company under this Agreement, which is also hereby assigned to Company. b. Consultant agrees that all Inventions and all other business, technical and financial information that (including, without limitation, the identity of and information relating to customers or employees) Consultant develops, or learns, learns or obtains during the period over which Consultant is to be providing the Services that relate to Company or the business or demonstrably anticipated business of Company or in connection with the Services or that are received by or for Company in confidence, constitute “Proprietary Information.” of Company. For avoidance of doubt, Proprietary Information includes without limitation all information relating the identity of and information relating to Company’s vendors, customers and employees, all non-public information relating to Company, or to Company’s products and technology, and all non-public information relating to any work product prepared by Consultant under this Agreement. Consultant will on a perpetual basis hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information or use for Consultant’s benefit or for the benefit of any third partyInformation. Consultant’s obligation of non-use and non-disclosureHowever, however, will Consultant shall not extend be obligated under this paragraph with respect to information that Consultant can prove (by competent documentary evidence) has become document is or becomes readily publicly available without restriction through no fault of Consultant. In the event of any breach or threatened breach of the protection obligations stated herein, irreparable harm shall be presumed and Company shall be entitled to seek an injunction and/or seek specific performance without waiving any other remedies available at law or equity. Upon termination and as otherwise requested by Company, Consultant will promptly return to Company all items and copies containing or embodying Proprietary Information, except that Consultant may keep its personal copies of its compensation records and this Agreement. . c. As additional protection for Proprietary Information, Consultant also recognizes and agrees that during the period over which it is to be providing Services (i) and for one year thereafter, Consultant has no expectation will not encourage or solicit any employee or consultant of privacy Company to leave Company for any reason and (ii) Consultant will not engage in any activity that is in any way competitive with the business or other right with respect to telecommunications sent using Company’s infrastructure, or to the networking or information processing systems demonstrably anticipated business of Company, and that such are Consultant will not assist any other person or organization in competing or in preparing to be used exclusively for Company business; this includescompete with any business or demonstrably anticipated business of Company. d. To the extent allowed by law, without limitation, stored computer files, email messages and voice messages, created, sent or stored on Company systems. Consultant’s activity, Section 2.a and any files or messageslicense to Company hereunder includes all rights of paternity, on or using integrity, disclosure and withdrawal and any of those systems other rights that may be monitored at any time without notice and/or may be suspended known as or deactivated at any timereferred to as “moral rights,” “artist’s rights,” “droit moral,” or the like. Furthermore, without notice. Company hereby provides notice, however, that the provisions set forth in this section do not abrogate the immunity set forth in Section 1833 of title 18, United States Code, relating to disclosure of a trade secret to an attorney or court in connection with specified actions. c. Consultant agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world and without any further compensation, (i) Company may and is hereby authorized to use Consultant’s name in connection with promotion of its business, products and services and to allow others to do soso and (ii) if the Services include (or Consultant otherwise provides) any acting, singing, dancing, voice, modeling, posing or similar activity, Company also may and is hereby authorized to (and to allow others to) use, reproduce, disseminate, alter and otherwise exploit any results of such activity (including, without limitation, any manner in which such activity may be recorded or remembered or modified) or derivatives or extensions or imitations thereof in any manner Company sees fit. To the extent any of the foregoing is ineffective under applicable law, Consultant hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible. Consultant will confirm any such ratifications and consents from time to time as requested by Company. If any other person provides any Services or provides services similar to any of those referred to in clause (ii) above in this paragraph in connection with the Services, Consultant will obtain the foregoing ratifications, consents and authorizations from such person for Company’s exclusive benefit. d. e. If any part of the Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to by Consultant (or any person involved in the Services) and not assigned hereunder, Consultant hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).

Ownership; Rights; Proprietary Information; Publicity. a. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of Consultant during the term of this Agreement that relate to the subject matter of, or arise out of, or in connection with, with the Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and Consultant will promptly disclose and provide all Inventions to Company. Consultant hereby makes all assignments necessary to accomplish the foregoing ownership; provided that no assignment is made that extends beyond what would be allowed under California Labor Code Section 2870 (attached as Exhibit B) if Consultant was an employee of Company. Consultant shall further assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned. Consultant hereby irrevocably designates and appoints Company as its agents and attorneys-in-fact, coupled with an interest, to act for and on Consultant’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant. Company will have Consultant and all other creators or owners of the exclusive right to use all work product provided by Consultant to Company under this Agreement, which is also hereby assigned to Companyapplicable Invention. b. Consultant agrees that all Inventions and all other business, technical and financial information that (including, without limitation, the identity of and information relating to customers or employees) developed, learned or obtained by or for or on behalf of Consultant develops, or learns, or obtains during the period over which that Consultant is to be providing the Services that relate to Company or the business or demonstrably anticipated business of Company or in connection with the Services or that are received by or for Company in confidence, constitute “Proprietary Information.” of Company. For avoidance of doubt, Proprietary Information includes without limitation all information relating the identity of and information relating to Company’s vendors, customers and employees, all non-public information relating to Company, or to Company’s products and technology, and all non-public information relating to any work product prepared by Consultant under this Agreement. Consultant will on a perpetual basis shall hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information or use for Consultant’s benefit or for the benefit of any third partyInformation. Consultant’s obligation of non-use and non-disclosureHowever, however, will Consultant shall not extend be obligated under this paragraph with respect to information that Consultant can prove (by competent documentary evidence) has become document is or becomes readily publicly available without restriction through no fault of Consultant. In the event of any breach or threatened breach of the protection obligations stated herein, irreparable harm shall be presumed and Company shall be entitled to seek an injunction and/or seek specific performance without waiving any other remedies available at law or equity. Upon termination and or as otherwise requested by Company, Consultant will promptly return provide to Company all items and copies containing or embodying Proprietary Information, except that Consultant may keep its personal copies of its compensation records and this Agreement. Consultant also recognizes and agrees that Consultant has no expectation of privacy or other right with respect to telecommunications sent using Company’s infrastructuretelecommunications, or to the networking or information processing systems of Company, and that such are to be used exclusively for Company business; this includes(including, without limitation, stored computer files, email messages and voice messages, created, sent or stored on Company systems. ) and that Consultant’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice and/or may be suspended or deactivated at any time, without notice. Company hereby provides notice, however, that the provisions set forth in this section do not abrogate the immunity set forth in Section 1833 of title 18, United States Code, relating to disclosure of a trade secret to an attorney or court in connection with specified actions. c. As additional protection for Proprietary Information, Consultant agrees that notwithstanding during the period over which it is to be providing the Services Consultant will not directly or indirectly encourage or solicit any employee or consultant of Company to leave Company for any reason. d. To the extent allowed by law, Section 2.a and any license granted Company hereunder includes all rights of publicitypaternity, privacy integrity, disclosure and withdrawal and any other rights that may be known as or otherwise (whether referred to as “moral rights,” “artist’s rights,” “droit moral,” or not statutory) anywhere in the world and without any further compensation, Company may and is hereby authorized to use Consultant’s name in connection with promotion of its business, products and services and to allow others to do solike. To the extent any of the foregoing is ineffective under applicable law, Consultant hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible. Consultant will confirm any such ratifications and consents from time to time as requested by Company. If any other person provides is in any Services or provides services similar to way involved in any of those referred to above in this paragraph in connection with the Services, Consultant will obtain the foregoing ratifications, consents and authorizations from such person for Company’s exclusive benefit. d. e. If any part of the Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to Consultant (or any person involved in the Services) and not assigned hereunder, Consultant hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).

Ownership; Rights; Proprietary Information; Publicity. a. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of Consultant during the term of this Agreement that relate to the subject matter of, of or arise out of, of or in connection with, with the Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and Consultant will promptly disclose and provide all Inventions to Company. Consultant hereby makes all assignments necessary to accomplish the foregoing ownership; provided that no assignment is made that extends beyond what would be allowed under California Labor Code Section 2870 (attached as Exhibit B) if Consultant was an employee of Company. Consultant shall further assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned. Consultant hereby irrevocably designates and appoints Company as its agents agent and attorneysattorney-in-fact, coupled with an interest, to act for and on Consultant’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant. Company will have Consultant and all other creators or owners of the exclusive right to use all work product provided by Consultant to Company under this Agreement, which is also hereby assigned to Companyapplicable Invention. b. Consultant agrees that all Inventions and all other business, technical and financial information that (including, without limitation, the identity of and information relating to customers or employees) developed, learned or obtained by or for or on behalf of Consultant develops, or learns, or obtains during the period over which that Consultant is to be providing the Services that relate to Company or the business or demonstrably anticipated business of Company or in connection with the Services Services, or that are received by or for Company in confidence, constitute “Proprietary Information.” of Company. For avoidance of doubt, Proprietary Information includes without limitation all information relating the identity of and information relating to Company’s vendors, customers and employees, all non-public information relating to Company, or to Company’s products and technology, and all non-public information relating to any work product prepared by Consultant under this Agreement. Consultant will on a perpetual basis shall hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information or use for Consultant’s benefit or for the benefit of any third partyInformation. Consultant’s obligation of non-use and non-disclosureHowever, however, will Consultant shall not extend be obligated under this paragraph with respect to information that Consultant can prove (by competent documentary evidence) has become document is or becomes readily publicly available without restriction through no fault of Consultant. In the event of any breach or threatened breach of the protection obligations stated herein, irreparable harm shall be presumed and Company shall be entitled to seek an injunction and/or seek specific performance without waiving any other remedies available at law or equity. Upon termination and or as otherwise requested by Company, Consultant will promptly return provide to Company all items and copies containing or embodying Proprietary Information, except that Consultant may keep its personal copies of its compensation records and this Agreement. Consultant also recognizes and agrees that Consultant has no expectation of privacy or other right with respect to telecommunications sent using Company’s infrastructuretelecommunications, or to the networking or information processing systems of Company, and that such are to be used exclusively for Company business; this includes(including, without limitation, stored computer files, email messages and voice messages, created, sent or stored on Company systems. ) and that Consultant’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice and/or may be suspended or deactivated at any time, without notice. Company hereby provides notice, however, that the provisions set forth in this section do not abrogate the immunity set forth in Section 1833 of title 18, United States Code, relating to disclosure of a trade secret to an attorney or court in connection with specified actions. c. As additional protection for Proprietary Information, Consultant agrees that during the period over which it is to be providing the Services (i) and for one year thereafter, Consultant will not directly or indirectly encourage or solicit any employee or consultant of Company to leave Company for any reason and (ii) Consultant will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of Company, and Consultant will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of Company. Without limiting the foregoing, Consultant may perform services for other persons, provided that such services do not represent a conflict of interest or a breach of Consultant’s obligation under this Agreement or otherwise. d. To the extent allowed by law, Section 2.a and any license granted Company hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like. Furthermore, Consultant agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world world, and without any further compensation, Company may and is hereby authorized to (and to allow others to) use Consultant’s name in connection with promotion of its business, products and services and to allow others to do soor services. To the extent any of the foregoing is ineffective under applicable law, Consultant hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible. Consultant will confirm any such ratifications and consents from time to time as requested by Company. If any other person provides is in any Services or provides services similar to way involved in any of those referred to above in this paragraph in connection with the Services, Consultant will obtain the foregoing ratifications, consents and authorizations from such person for Company’s exclusive benefit. d. e. If any part of the Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to Consultant (or any person involved in the Services) and not assigned hereunder, Consultant hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).