Common use of PROPRIETARY INVENTIONS AND CONFIDENTIAL INFORMATION Clause in Contracts

PROPRIETARY INVENTIONS AND CONFIDENTIAL INFORMATION. a. The following confirms and memorializes an agreement that Company and Executive have had since the commencement of employment (which term, for purposes of this agreement, shall be deemed to include any relationship of service to the Company that may have existed prior to actually becoming an employee) with the Company in any capacity and that is and has been a material part of the consideration for employment by Company: i. Executive has not entered into, and agrees he/she will not enter into, any agreement either written or oral in conflict with this Agreement or Executive’s employment with Company. Executive will not violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose Executive’s own or any third party’s confidential information or intellectual property when acting within the scope of my employment or otherwise on behalf of Company. ii. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, sui generis database rights and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by me during the term of Executive’s employment with Company to and only to the fullest extent allowed by California Labor Code Section 2870 (collectively “Inventions”) and Executive will promptly disclose all Inventions to Company. Without disclosing any third party confidential information, Executive will also disclose anything Executive believes is excluded by Section 2870 so that the Company can make an independent assessment. Executive hereby make all assignments necessary to accomplish the foregoing. Executive 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 specified to be so owned or assigned. Executive hereby irrevocably designates and appoints Company as agent and attorney-in-fact, coupled with an interest and with full power of substitution, to act for and in Executive’s behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Executive. If anything created by Executive prior to his or her employment relates to Company’s actual or proposed business, Executive has listed it on Appendix B in a manner that does not violate any third party rights or disclose any confidential information. Without limiting Section 1 or Company’s other rights and remedies, if, when acting within the scope of Executive’s employment or otherwise on behalf of Company, Executive uses or (except solely on Appendix A pursuant to this Section) discloses his or her own or any third party’s confidential information or intellectual property (or if any Invention cannot be fully made, used, reproduced, distributed and otherwise exploited without using or violating the foregoing), Company will have and Executive hereby grants Company a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sub licensable right and license to exploit and exercise all such confidential information and intellectual property rights. iii. To the extent allowed by law, paragraph 6(a)(ii) above 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 (collectively “Moral Rights”). To the extent Executive retains any such Moral Rights under applicable law, Executive hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by Company and agree not to assert any Moral Rights with respect thereto. Executive will confirm any such ratifications, consents and agreements from time to time as requested by Company. iv. Executive agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) that he or she develops, learns or obtain during the term of employment that relate to Company or the business or demonstrably anticipated business of Company or that are received by or for Company in confidence, constitute “Proprietary Information.” Executive will hold in confidence and not disclose or, except within the scope of employment, use any Proprietary Information. However, Executive shall not be obligated under this paragraph with respect to information they can document is or becomes readily publicly available without restriction through no fault of Executive. Upon termination of employment, Executive will promptly return to Company all items containing or embodying Proprietary Information (including all copies), except that Executive may keep my personal copies of: (A) Executive’s compensation records and performance reviews, (B) materials distributed to shareholders generally, and (C) this Agreement. Executive also recognizes and agrees that Executive has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Executive’s activity and any files or messages on or using any of those systems may be monitored at any time without notice. v. Executive agrees that during the term of employment with Company (whether or not during business hours), Executive will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of Company, and Executive will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of Company. vi. Executive agrees that the obligations under paragraphs 6(a)(ii) through 6(a)(iv) (above) of this Agreement shall continue in effect after termination of Executive’s employment, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary on Executive’s part, and that Company is entitled to communicate Executive’s obligations under this Agreement to any future employer or potential employer of Executive. Executive’s obligations under paragraphs 6(a)(ii) through 6(a)(iv) also shall be binding upon Executive’s heirs, executors, assigns, and administrators and shall inure to the benefit of Company, it subsidiaries, successors and assigns. vii. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. Executive further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable California law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. This Agreement is fully assignable and transferable by Company, but any purported assignment or transfer by Executive is void. Executive also understands that any breach of this Agreement will cause irreparable harm to Company for which damages would not be a adequate remedy, and, therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies and without any requirement to post bond. b. EXECUTIVE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS AND ACCEPTS THE OBLIGATIONS WHICH IT IMPOSES UPON EXECUTIVE WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO EXECUTIVE TO INDUCE EXECUTIVE TO SIGN THIS AGREEMENT. EXECUTIVE SIGNS THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT THE COMPANY WILL RETAIN ONE COUNTERPART AND THE OTHER COUNTERPART WILL BE RETAINED BY EXECUTIVE.

PROPRIETARY INVENTIONS AND CONFIDENTIAL INFORMATION. a. The following confirms and memorializes an agreement that Company and Executive have had since the commencement of employment (which term, for purposes of this agreement, shall be deemed to include any relationship of service to the Company that may have existed prior to actually becoming an employee) with the Company in any capacity and that is and has been a material part of the consideration for employment by Company: i. Executive has not entered into, and agrees he/she will not enter into, any agreement either written or oral in conflict with this Agreement or Executive’s employment with Company. Executive will not violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose Executive’s own or any third party’s confidential information or intellectual property when acting within the scope of my employment or otherwise on behalf of Company. ii. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, sui generis database rights and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by me during the term of Executive’s employment with Company to and only to the fullest extent allowed by California Labor Code Section 2870 (collectively “Inventions”) and Executive will promptly disclose all Inventions to Company. Without disclosing any third party confidential information, Executive will also disclose anything Executive believes is excluded by Section 2870 so that the Company can make an independent assessment. Executive hereby make all assignments necessary to accomplish the foregoing. Executive 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 specified to be so owned or assigned. Executive hereby irrevocably designates and appoints Company as agent and attorney-in-fact, coupled with an interest and with full power of substitution, to act for and in Executive’s behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Executive. If anything created by Executive prior to his or her employment relates to Company’s actual or proposed business, Executive has listed it on Appendix B in a manner that does not violate any third party rights or disclose any confidential information. Without limiting Section 1 or Company’s other rights and remedies, if, when acting within the scope of Executive’s employment or otherwise on behalf of Company, Executive uses or (except solely on Appendix A pursuant to this Section) discloses his or her own or any third party’s confidential information or intellectual property (or if any Invention cannot be fully made, used, reproduced, distributed and otherwise exploited without using or violating the foregoing), Company will have and Executive hereby grants Company a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sub licensable right and license to exploit and exercise all such confidential information and intellectual property rights. iii. To the extent allowed by law, paragraph 6(a)(ii) above 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 (collectively “Moral Rights”). To the extent Executive retains any such Moral Rights under applicable law, Executive hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by Company and agree not to assert any Moral Rights with respect thereto. Executive will confirm any such ratifications, consents and agreements from time to time as requested by Company. iv. Executive agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) that he or she develops, learns or obtain during the term of employment that relate to Company or the business or demonstrably anticipated business of Company or that are received by or for Company in confidence, constitute “Proprietary Information.” Executive will hold in confidence and not disclose or, except within the scope of employment, use any Proprietary Information. However, Executive shall not be obligated under this paragraph with respect to information they can document is or becomes readily publicly available without restriction through no fault of Executive. Upon termination of employment, Executive will promptly return to Company all items containing or embodying Proprietary Information (including all copies), except that Executive may keep my personal copies of: (A) Executive’s compensation records and performance reviews, (B) materials distributed to shareholders generally, and (C) this Agreement. Executive also recognizes and agrees that Executive has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Executive’s activity and any files or messages on or using any of those systems may be monitored at any time without notice. v. Executive agrees that during the term of employment with Company (whether or not during business hours), Executive will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of Company, and Executive will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of Company. vi. Executive agrees that the obligations under paragraphs 6(a)(ii) through 6(a)(iv) (above) of this Agreement shall continue in effect after termination of Executive’s employment, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary on Executive’s part, and that Company is entitled to communicate Executive’s obligations under this Agreement to any future employer or potential employer of Executive. Executive’s obligations under paragraphs 6(a)(ii) through 6(a)(iv) also shall be binding upon Executive’s heirs, executors, assigns, and administrators and shall inure to the benefit of Company, it subsidiaries, successors and assigns. vii. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. Executive further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable California law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. This Agreement is fully assignable and transferable by Company, but any purported assignment or transfer by Executive is void. Executive also understands that any breach of this Agreement will cause irreparable harm to Company for which damages would not be a adequate remedy, and, therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies and without any requirement to post bond. b. EXECUTIVE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS AND ACCEPTS THE OBLIGATIONS WHICH IT IMPOSES UPON EXECUTIVE WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO EXECUTIVE TO INDUCE EXECUTIVE TO SIGN THIS AGREEMENT. EXECUTIVE SIGNS THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT THE COMPANY WILL RETAIN ONE COUNTERPART AND THE OTHER COUNTERPART WILL BE RETAINED BY EXECUTIVE.

PROPRIETARY INVENTIONS AND CONFIDENTIAL INFORMATION. a. The following confirms and memorializes an agreement that Company and Executive have had since the commencement of employment (which term, for purposes of this agreement, shall be deemed to include any relationship of service to the Company that may have existed prior to actually becoming an employee) with the Company in any capacity and that is and has been a material part of the consideration for employment by Company: i. Executive has not entered into, and agrees he/she will not enter into, any agreement either written or oral in conflict with this Agreement or Executive’s employment with Company. Executive will not violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose Executive’s own or any third party’s confidential information or intellectual property when acting within the scope of my employment or otherwise on behalf of Company. ii. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, sui generis database rights and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by me during the term of Executive’s employment with Company to and only to the fullest extent allowed by California Labor Code Section 2870 (collectively “Inventions”) and Executive will promptly disclose all Inventions to Company. Without disclosing any third party confidential information, Executive will also disclose anything Executive believes is excluded by Section 2870 so that the Company can make an independent assessment. Executive hereby make all assignments necessary to accomplish the foregoing. Executive 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 specified to be so owned or assigned. Executive hereby irrevocably designates and appoints Company as agent and attorney-in-fact, coupled with an interest and with full power of substitution, to act for and in Executive’s behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Executive. If anything created by Executive prior to his or her employment relates to Company’s actual or proposed business, if applicable, Executive has listed it on Appendix B in a manner that does not violate any third party rights or disclose any confidential information. Without limiting Section 1 l or Company’s other rights and remedies, if, when acting within the scope of Executive’s employment or otherwise on behalf of Company, Executive uses or (except solely on Appendix A A, if applicable, pursuant to this Section) discloses his or her own or any third party’s confidential information or intellectual property (or if any Invention cannot be fully made, used, reproduced, distributed and otherwise exploited without using or violating the foregoing), Company will have and Executive hereby grants Company a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sub licensable right and license to exploit and exercise all such confidential information and intellectual property rights. iii. To the extent allowed by law, paragraph 6(a)(ii) above 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 (collectively “Moral Rights”). To the extent Executive retains any such Moral Rights under applicable law, Executive hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by Company and agree not to assert any Moral Rights with respect thereto. Executive will confirm any such ratifications, } consents and agreements from time to time as requested by Company. iv. Executive agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) that he or she develops, learns or obtain during the term of employment that relate to Company or the business or demonstrably anticipated business of Company or that are received by or for Company in confidence, constitute “Proprietary Information.” Executive will hold in confidence and not disclose or, except within the scope of employment, use any Proprietary Information. However, Executive shall not be obligated under this paragraph with respect to information they can document is or becomes readily publicly available without restriction through no fault of Executive. Upon termination of employment, Executive will promptly return to Company all items containing or embodying Proprietary Information (including all copies), except that Executive may keep my personal copies of: (A) Executive’s compensation records and performance reviews, (B) materials distributed to shareholders generally, and (C) this Agreement. Executive also recognizes and agrees that Executive has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, ) stored computer files, email messages and voice messages) and that Executive’s activity and any files or messages on or using any of those systems may be monitored at any time without notice. v. Executive agrees that during the term of employment with Company (whether or not during business hours), Executive will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of Company, and Executive will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of Company. vi. Executive agrees that the obligations under paragraphs 6(a)(ii) through 6(a)(iv6(a)(v) (above) of this Agreement shall continue in effect after termination of Executive’s employment, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary on Executive’s part, and that Company is entitled to communicate Executive’s obligations under this Agreement to any future employer or potential employer of Executive. Executive’s obligations under paragraphs 6(a)(ii) through 6(a)(iv) also shall be binding upon Executive’s heirs, executors, assigns, and administrators and shall inure to the benefit of Company, it subsidiaries, successors and assigns. vii. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. Executive further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable California law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. This Agreement is fully assignable and transferable by Company, but any purported assignment or transfer by Executive is void. Executive also understands that any breach of this Agreement will cause irreparable harm to Company for which damages would not be a adequate remedy, and, therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies and without any requirement to post bond. b. EXECUTIVE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS AND ACCEPTS THE OBLIGATIONS WHICH IT IMPOSES UPON EXECUTIVE WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO EXECUTIVE TO INDUCE EXECUTIVE TO SIGN THIS SIGNTHIS AGREEMENT. EXECUTIVE SIGNS THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT THE COMPANY WILL RETAIN ONE COUNTERPART AND THE OTHER COUNTERPART WILL BE RETAINED BY EXECUTIVE.

PROPRIETARY INVENTIONS AND CONFIDENTIAL INFORMATION. a. The following confirms and memorializes an agreement that Company and Executive have had since the commencement of employment (which term, for purposes of this agreement, shall be deemed to include any relationship of service to the Company that may have existed prior to actually becoming an employee) with the Company in any capacity and that is and has been a material part of the consideration for employment by Company: i. Executive has not entered into, and agrees he/she will not enter into, any agreement either written or oral in conflict with this Agreement or Executive’s employment with Company. Executive will not violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose Executive’s own or any third party’s confidential information or intellectual property when acting within the scope of my employment or otherwise on behalf of Company. ii. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, sui generis database rights and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by me during the term of Executive’s employment with Company to and only to the fullest extent allowed by California Labor Code Section 2870 (collectively “Inventions”) and Executive will promptly disclose all Inventions to Company. Without disclosing any third party confidential information, Executive will also disclose anything Executive believes is excluded by Section 2870 so that the Company can make an independent assessment. Executive hereby make all assignments necessary to accomplish the foregoing. Executive 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 specified to be so owned or assigned. Executive hereby irrevocably designates and appoints Company as agent and attorney-in-fact, coupled with an interest and with full power of substitution, to act for and in Executive’s behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Executive. If anything created by Executive prior to his or her employment relates to Company’s actual or proposed business, Executive has listed it on Appendix B in a manner that does not violate any third party rights or disclose any confidential information. Without limiting Section 1 I or Company’s other rights and remedies, if, when acting within the scope of Executive’s employment or otherwise on behalf of Company, Executive uses or (except solely on Appendix A pursuant to this Section) discloses his or her own or any third party’s confidential information or intellectual property (or if any Invention cannot be fully made, used, reproduced, distributed and otherwise exploited without using or violating the foregoing), Company will have and Executive hereby grants Company a perpetual, irrevocable, worldwide royalty-freefive, non-exclusive, sub licensable right and license to exploit and exercise all such confidential information and intellectual property rights. iii. To the extent allowed by law, paragraph 6(a)(ii) above 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 (collectively “Moral Rights”). To the extent Executive retains any such Moral Rights under applicable law, Executive hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by Company and agree not to assert any Moral Rights with respect thereto. Executive will confirm any such ratifications, consents and agreements from time to time as requested by Company. iv. Executive agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) that he or she develops, learns or obtain during the term of employment that relate to Company or the business or demonstrably anticipated business of Company or that are received by or for Company in confidence, constitute “Proprietary Information.” Executive will hold in confidence and not disclose or, except within the scope of employment, use any Proprietary Information. However, Executive shall not be obligated under this paragraph with respect to information they can document is or becomes readily publicly available without restriction through no fault of Executive. Upon termination of employment, Executive will promptly return to Company all items containing or embodying Proprietary Information (including all copies), except that Executive may keep my personal copies of: of (A) Executive’s compensation records and performance reviews, (B) materials distributed to shareholders generally, and (C) this Agreement. Executive also recognizes and agrees that Executive has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Executive’s activity and any files or messages on or using any of those systems may be monitored at any time without notice. v. Executive agrees that during the term of employment with Company (whether or not during business hours), Executive will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of Company, and Executive will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of Company. vi. Executive agrees that the obligations under paragraphs 6(a)(ii) through 6(a)(iv6(a)(v) (above) of this Agreement shall continue in effect after termination of Executive’s employment, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary on Executive’s part, and that Company is entitled to communicate Executive’s obligations under this Agreement to any future employer or potential employer of Executive. Executive’s obligations under paragraphs 6(a)(ii) through 6(a)(iv) also shall be binding upon Executive’s heirs, executors, assigns, and administrators and shall inure to the benefit of Company, it subsidiaries, successors and assigns. vii. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. Executive further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable California law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. This Agreement is fully assignable and transferable by Company, but any purported assignment or transfer by Executive is void. Executive also understands that any breach of this Agreement will cause irreparable harm to Company for which damages would not be a adequate remedy, and, therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies and without any requirement to post bond. b. EXECUTIVE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS AND ACCEPTS THE OBLIGATIONS WHICH IT IMPOSES UPON EXECUTIVE WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO EXECUTIVE TO INDUCE EXECUTIVE TO SIGN THIS AGREEMENT. EXECUTIVE SIGNS THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT THE COMPANY WILL RETAIN ONE COUNTERPART AND THE OTHER COUNTERPART WILL BE RETAINED BY EXECUTIVE.

PROPRIETARY INVENTIONS AND CONFIDENTIAL INFORMATION. a. The following confirms and memorializes an agreement that Company and Executive have had since the commencement of employment (which term, for purposes of this agreement, shall be deemed to include any relationship of service to the Company that may have existed prior to actually becoming an employee) with the Company in any capacity and that is and has been a material part of the consideration for employment by Company: i. Executive has not entered into, and agrees he/she will not enter into, any agreement either written or oral in conflict with this Agreement or Executive’s employment with Company. Executive will not violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose Executive’s own or any third party’s confidential information or intellectual property when acting within the scope of my employment or otherwise on behalf of Company. ii. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, sui generis database rights and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by me during the term of Executive’s employment with Company to and only to the fullest extent allowed by California Labor Code Section 2870 (collectively “Inventions”) and Executive will promptly disclose all Inventions to Company. Without disclosing any third party confidential information, Executive will also disclose anything Executive believes is excluded by Section 2870 so that the Company can make an independent assessment. Executive hereby make all assignments necessary to accomplish the foregoing. Executive 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 specified to be so owned or assigned. Executive hereby irrevocably designates and appoints Company as agent and attorney-in-fact, coupled with an interest and with full power of substitution, to act for and in Executive’s behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Executive. If anything created by Executive prior to his or her employment relates to Company’s actual or proposed business, Executive has listed it on Appendix B in a manner that does not violate any third party rights or disclose any confidential information. Without limiting Section 1 or Company’s other rights and remedies, if, when acting within the scope of Executive’s employment or otherwise on behalf of Company, Executive uses or (except solely on Appendix A pursuant to this Section) discloses his or her own or any third party’s confidential information or intellectual property (or if any Invention cannot be fully made, used, reproduced, distributed and otherwise exploited without using or violating the foregoing), Company will have and Executive hereby grants Company a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sub licensable right and license to exploit and exercise all such confidential information and intellectual property rights. iii. To the extent allowed by law, paragraph 6(a)(ii) above 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 (collectively “Moral Rights”). To the extent Executive retains any such Moral Rights under applicable law, Executive hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by Company and agree not to assert any Moral Rights with respect thereto. Executive will confirm any such ratifications, consents and agreements from time to time as requested by Company. iv. Executive agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) that he or she develops, learns or obtain during the term of employment that relate to Company or the business or demonstrably anticipated business of Company or that are received by or for Company in confidence, constitute “Proprietary Information.” Executive will hold in confidence and not disclose or, except within the scope of employment, use any Proprietary Information. However, Executive shall not be obligated under this paragraph with respect to information they can document is or becomes readily publicly available without restriction through no fault of Executive. Upon termination of employment, Executive will promptly return to Company all items containing or embodying Proprietary Information (including all copies), except that Executive may keep my personal copies of: (A) Executive’s compensation records and performance reviews, (B) materials distributed to shareholders generally, and (C) this Agreement. Executive also recognizes and agrees that Executive has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Executive’s activity and any files or messages on or using any of those systems may be monitored at any time without notice. v. Executive agrees that during the term of employment with Company (whether or not during business hours), Executive will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of Company, and Executive will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of Company. vi. Executive agrees that the obligations under paragraphs 6(a)(ii) through 6(a)(iv) (above) of this Agreement shall continue in effect after termination of Executive’s employment, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary on Executive’s part, and that Company is entitled to communicate Executive’s obligations under this Agreement to any future employer or potential employer of Executive. Executive’s obligations under paragraphs 6(a)(ii) through 6(a)(iv) also shall be binding upon Executive’s heirs, executors, assigns, and administrators and shall inure to the benefit of Company, it subsidiaries, successors and assigns. vii. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. Executive further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable California law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. This Agreement is fully assignable and transferable by Company, but any purported assignment or transfer by Executive is void. Executive also understands that any breach of this Agreement will cause irreparable harm to Company for which damages would not be a adequate remedy, and, therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies and without any requirement to post bond. b. EXECUTIVE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS AND ACCEPTS THE OBLIGATIONS WHICH IT IMPOSES UPON EXECUTIVE WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO EXECUTIVE TO INDUCE EXECUTIVE TO SIGN THIS AGREEMENT. EXECUTIVE SIGNS THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT THE COMPANY WILL RETAIN ONE COUNTERPART AND THE OTHER COUNTERPART WILL BE RETAINED BY EXECUTIVE.

PROPRIETARY INVENTIONS AND CONFIDENTIAL INFORMATION. a. The following confirms and memorializes an agreement that Company and Executive have had since the commencement of employment (which term, for purposes of this agreement, shall be deemed to include any relationship of service to the Company that may have existed prior to actually becoming an employee) with the Company in any capacity and that is and has been a material part of the consideration for employment by Company: i. Executive has not entered into, and agrees he/she will not enter into, any agreement either written or oral in conflict with this Agreement or Executive’s employment with Company. Executive will not violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose Executive’s own or any third party’s confidential information or intellectual property when acting within the scope of my employment or otherwise on behalf of Company. ii. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, sui generis database rights and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by me during the term of Executive’s employment with Company to and only to the fullest extent allowed by California Labor Code Section 2870 (collectively “Inventions”) and Executive will promptly disclose all Inventions to Company. Without disclosing any third party confidential information, Executive will also disclose anything Executive believes is excluded by Section 2870 so that the Company can make an independent assessment. Executive hereby make all assignments necessary to accomplish the foregoing. Executive 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 specified to be so owned or assigned. Executive hereby irrevocably designates and appoints Company as agent and attorney-in-fact, coupled with an interest and with full power of substitution, to act for and in Executive’s behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Executive. If anything created by Executive prior to his or her employment relates to Company’s actual or proposed business, Executive has listed it on Appendix B A in a manner that does not violate any third party rights or disclose any confidential information. Without limiting Section 1 or Company’s other rights and remedies, if, when acting within the scope of Executive’s employment or otherwise on behalf of Company, Executive uses or (except solely on Appendix A pursuant to this Section) discloses his or her own or any third party’s confidential information or intellectual property (or if any Invention cannot be fully made, used, reproduced, distributed and otherwise exploited without using or violating the foregoing), Company will have and Executive hereby grants Company a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sub licensable right and license to exploit and exercise all such confidential information and intellectual property rights. iii. To the extent allowed by law, paragraph 6(a)(ii) above 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 (collectively “Moral Rights”). To the extent Executive retains any such Moral Rights under applicable law, Executive hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by Company and agree not to assert any Moral Rights with respect thereto. Executive will confirm any such ratifications, consents and agreements from time to time as requested by Company. iv. Executive agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) that he or she develops, learns or obtain during the term of employment that relate to Company or the business or demonstrably anticipated business of Company or that are received by or for Company in confidence, constitute “Proprietary Information.” Executive will hold in confidence and not disclose or, except within the scope of employment, use any Proprietary Information. However, Executive shall not be obligated under this paragraph with respect to information they can document is or becomes readily publicly available without restriction through no fault of Executive. Upon termination of employment, Executive will promptly return to Company all items containing or embodying Proprietary Information (including all copies), except that Executive may keep my personal copies of: (A) Executive’s compensation records and performance reviews, (B) materials distributed to shareholders generally, and (C) this Agreement. Executive also recognizes and agrees that Executive has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Executive’s activity and any files or messages on or using any of those systems may be monitored at any time without notice. v. Executive agrees that during the term of employment with Company (whether or not during business hours), Executive will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of Company, and Executive will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of Company. vi. Executive agrees that the obligations under paragraphs 6(a)(ii) through 6(a)(iv) (above) of this Agreement shall continue in effect after termination of Executive’s employment, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary on Executive’s part, and that Company is entitled to communicate Executive’s obligations under this Agreement to any future employer or potential employer of Executive. Executive’s obligations under paragraphs 6(a)(ii) through 6(a)(iv) also shall be binding upon Executive’s heirs, executors, assigns, and administrators and shall inure to the benefit of Company, it subsidiaries, successors and assigns. vii. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. Executive further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable California law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. This Agreement is fully assignable and transferable by Company, but any purported assignment or transfer by Executive is void. Executive also understands that any breach of this Agreement will cause irreparable harm to Company for which damages would not be a adequate remedy, and, therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies and without any requirement to post bond. b. EXECUTIVE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS AND ACCEPTS THE OBLIGATIONS WHICH IT IMPOSES UPON EXECUTIVE WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO EXECUTIVE TO INDUCE EXECUTIVE TO SIGN THIS AGREEMENT. EXECUTIVE SIGNS THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT THE COMPANY WILL RETAIN ONE COUNTERPART AND THE OTHER COUNTERPART WILL BE RETAINED BY EXECUTIVE.