Common use of Proprietary Rights Clause in Contracts

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement.

Proprietary Rights. During the course The Company shall give Buyer prompt notice of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithmthat any Person shall have (i) commenced, or shall have notified the Company or the Company Subsidiary that it intends to commence, an Action or Proceeding or (ii) provided the Company or the Company Subsidiary with notice, in either case which allege(s) that any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such InventionsProprietary Rights, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company toProprietary Rights, such Inventionspresently embodied, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not proposed to be obligated to assign to the Company any Invention made by Employee while embodied, in the Company's employ which or the Company Subsidiary's products or utilized in Company-designed or modified development tools (including standard cells) or design environments infringes or otherwise violates the intellectual property rights of such Person, is available for licensing from a potential licensor providing the notice or otherwise alleges that the Company or the Company Subsidiary does not relate otherwise own or have the right to any business or activity in which exploit such Proprietary Rights, including the Company is Proprietary Rights. The Company shall take commercially reasonable actions to maintain, perfect, preserve or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which renew the Company is engaged if such Invention was conceived Registered Proprietary Rights, including, without limitation, the payment of any registration, maintenance, renewal fees, annuity fees and reduced taxes or the filing of any documents, applications or certificates related thereto, and to practice by Employee prior promptly respond and prepare to Employee's employment with respond to all requests, related to the CompanyCompany Registered Proprietary Rights, received from Governmental or Regulatory Authorities. Employee agrees that At the Closing, the Company will notify Buyer of all material actions which must be taken within the 180 days following the Closing and which are necessary to maintain, perfect, preserve or renew the Company Registered Proprietary Rights, including the payment of any such Invention is set forth on Exhibit “A” to this Agreementregistration, maintenance, renewal fees, annuity fees and taxes or the filing of any documents, applications or certificates related thereto.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement.

Proprietary Rights. During All rights, including without limitation any writing, discoveries, inventions, innovations, and computer programs and related documentation and all intellectual property rights therein, including without limitation copyright (collectively “Intellectual Property”) created, designed or constructed by Employee during the course of Employee's term of employment with the Company, Employee may make, develop that are related in any way to Employee's work with the Company or conceive to any of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the services provided by the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, and which may or may not shall be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title deliver and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by all such Intellectual Property and all rights which Employee while in may have therein and Employee agrees to execute all documents, including without limitation patent applications, and make all arrangements necessary to further document such ownership and/or assignment and to take whatever other steps may be needed to give the Company's employ which does not relate to any business or activity in which Company the full benefit thereof. Employee further agrees that if the Company is unable after reasonable effort to secure the signature of Employee on any such documents, the President of the Company shall be entitled to execute any such papers as the agent and attorney-in-fact of Employee and Employee hereby irrevocably designates and appoints each such officer of the Company as Employee’s agent and attorney-in-fact to execute any such papers on Employee’s behalf and to take any and all actions required or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee authorized by the CompanyCompany pursuant to this subsection. Without limitation to the foregoing, Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves specifically agrees that all copyrightable materials generated during the employ term of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company, including but not limited to, computer programs and related documentation, that are related in any way to Employee's work with the Company or to any of the services provided by the Company, shall be considered works made for hire under the copyright laws of the United States and shall upon creation be owned exclusively by the Company. Employee agrees To the extent that any such Invention is set forth on Exhibit “A” materials, under applicable law, may not be considered works made for hire, Employee hereby assigns to the Company the ownership of all copyrights in such materials, without the necessity of any further consideration, and the Company shall be entitled to register and hold in its own name all copyrights in respect of such materials. The provisions of this Agreementsection shall apply regardless of whether any activities related to the creation of any Intellectual Property took place inside or outside of the Company's working hours.

Proprietary Rights. During the course of EmployeeExecutive's employment with the Company, Employee Executive may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee Executive acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee Executive also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee Executive may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee Executive further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee Executive will not be obligated to assign to the Company any Invention made by Employee Executive while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee Executive is so obligated if the same relates to or is based on Proprietary Information to which Employee Executive will have had access during and by virtue of EmployeeExecutive's employment or which arises out of work assigned to Employee Executive by the Company. Employee Executive will not be obligated to assign any Invention which may be wholly conceived by Employee Executive after Employee Executive leaves the employ of the Company, except that Employee Executive is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee Executive is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee Executive prior to EmployeeExecutive's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, Premier owns all right, title and interest Employee may have in and to, or has the right to such Inventionsuse pursuant to a valid and binding license, including all Proprietary Rights (defined below) necessary for the operation of its business as presently conducted and as presently proposed to be conducted. "Proprietary Rights" means (in whatever form or medium) all patents and patent applications, trademarks, service marks, trade dress, trade names and corporate names and registrations and applications for registration thereof (including, without limitation, all copyrights"Imposters" and "Elegant Pretenders"), copyrights and registrations and applications for registration thereof, computer software, data and documentation, trade secrets and other confidential information and other intellectual property rights and licenses. Premier has not granted a license or other right to any third party with respect to any Proprietary Rights. No loss or expiration of any Proprietary Right or related group of Proprietary Rights is pending or, to Premier's knowledge, threatened or is reasonably foreseeable, and Premier has made reasonable and prudent efforts to maintain and protect the Proprietary Rights which it owns and uses. To Premier's knowledge, no owners of any Proprietary Rights licensed to Premier have failed to make reasonable and prudent efforts to maintain and protect the Proprietary Rights which are subject to such licenses. Except for those which arise in the ordinary course of Premier's business and which either alone or in the aggregate would not have a material adverse effect on Premier, there have been no claims made against Premier asserting the invalidity, misuse or unenforceability of any of the Proprietary Rights owned or used by Premier, and there are no reasonable grounds for any such claim. Except for those which arise in the ordinary course of Premier's business and which either alone or in the aggregate would not have a material adverse effect on Premier, Premier has not received a notice of conflict with the asserted rights of others, and the right to apply for conduct of Premier's business (including, without limitation, any form particular product or product line) has not infringed or misappropriated and does not infringe or misappropriate any rights of patentother Persons, utility model, industrial design nor would any future conduct or similar proprietary right recognized by product as presently contemplated infringe any state, country or jurisdiction. Employee further agrees, at the Company's request and expenserights of other Persons and, to do all things and sign all documents Premier's knowledge, the Proprietary Rights owned or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation used by Premier have not been infringed or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made misappropriated by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreementother Persons.

Proprietary Rights. During the course of EmployeeExecutive's employment with the Company, Employee Executive may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee Executive acknowledges and agrees that all such Inventions will be “"works made for hire” " under United States copyright law and will otherwise be and remain the sole and exclusive property of the Company. Employee Executive also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee Executive may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee Executive further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee Executive will not be obligated to assign to the Company any Invention made by Employee Executive while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee Executive is so obligated if the same relates to or is based on Proprietary Information to which Employee Executive will have had access during and by virtue of EmployeeExecutive's employment or which arises out of work assigned to Employee Executive by the Company. Employee Executive will not be obligated to assign any Invention which may be wholly conceived by Employee Executive after Employee Executive leaves the employ of the Company, except that Employee Executive is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee Executive is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee Executive prior to EmployeeExecutive's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement.

Proprietary Rights. During The Executive agrees that any invention made by the Executive during the Employment Term shall belong to the Company if (a) it was made in the normal course of the duties of the Executive or in the course of Employeeduties falling outside the Executive's employment with normal duties but specifically assigned to the CompanyExecutive, Employee may make, develop or conceive and the circumstances in either case were such that an invention might reasonably be expected to result from the carrying out of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithmduties, or any other discovery(b) the invention was made in the course of the duties of the Executive and, ideaat the time of making the invention, conceptbecause of the nature of the Executive's duties and the particular responsibilities arising from the nature of the Executive's duties, document or improvement which relates the Executive had a special obligation to or is useful to further the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain the sole and exclusive property interests of the Company. Employee also hereby assigns and agrees to assign In addition, if (a) the Executive during the Employment Term shall make any improvement or develop any know-how, copyrightable work or design, (b) such improvement, know-how, copyrightable work or design is relevant to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights business of the Company toor any of its subsidiaries, and (c) such Inventionsimprovement, including filing copyright and patent registrations and defending and enforcing in litigation know-how, copyrightable work or otherwise all such rights. Employee will not be obligated to assign to design arose directly out of any work carried out during the Employment Term, or out of Confidential Company any Invention made by Employee while in the Company's employ which does not relate to any business Information or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Confidential Affiliate Information to which Employee will have the Executive had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is , then such improvement, know-how, copyrightable work or design shall belong to the Company, whether or not obligated it was disclosed to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice during the Employment Term by Employee prior to Employee's employment with the Company. Employee agrees In the event that the Executive makes any invention or develops any improvement, know-how, copyrightable design or work which belongs to the Company, the Executive shall fully, freely and immediately communicate the same to the Company and the Executive shall, if and as desired by the Company execute all documents and do all acts and things at the Company's cost which may be necessary or desirable to obtain letters patent or other adequate protection in any part of the world for such Invention is set forth invention, improvement, know-how, copyrightable work or design and to vest the same in the Company for the Company's benefit. The Executive hereby irrevocably appoints the Company as the Executive's attorney in the Executive's name and on Exhibit “A” the Executive's behalf to execute all such deeds and documents and to do all such acts and things as may be necessary to give effect to this Agreement.Subsection in the event that the Executive fails to comply within seven days with the written directions given by the Company pursuant to this Subsection. The Executive has been notified and understands that the provisions of the two immediately preceding paragraphs of this Section 8 do not apply to any invention that qualifies fully under the provisions of Section 2870 of the California Labor Code, which states as follows:

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated obliged to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees , provided that any all such Invention is set forth Inventions are listed at the time of employment on the attached Exhibit “A” to this Agreement.A.

Proprietary Rights. During All rights, including without limitation any writing, discoveries, inventions, innovations, and computer programs and related documentation and all intellectual property rights therein, including without limitation copyright (collectively ‘Intellectual Property”) created, designed or constructed by Employee during the course Employee’s term of Employee's employment with the Company, Employee may make, develop that are related in any way to Employee’s work with the Company or conceive to any of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the services provided by the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, and which may or may not shall be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title deliver and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by all such Intellectual Property and all rights which Employee while in may have therein and Employee agrees to executive all documents, including without limitation patent applications, and make all arrangements necessary to further document such ownership and/or assignment and to take whatever other steps may be needed to give the Company's employ which does not relate to any business or activity in which Company the full benefit thereof. Employee further agrees that if the Company is unable after reasonable effort to secure the signature of Employee on any such documents, the President of the Company shall be entitled to execute any such papers as the agent and attorney-in-fact of Employee and Employee hereby irrevocably designates and appoints each such officer of the Company as Employee’s agent and attorney-in-fact to execute any such papers on Employee’s behalf and to take any and all actions required or may reasonably be expected authorized by the Company pursuant to become engagedthis subsection. Without limitation to the foregoing, except Employee specifically agrees that Employee is so obligated if all copyrightable materials generated during the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue term of Employee's ’s employment with the Company, including but not limited to, computer programs and related documentation, that are related in any way to Employee’s work with the Company or which arises out to any of work assigned to Employee the services provided by the Company, shall be considered works made for hire under the copyright laws of the United States and shall upon creation be owned exclusively by the Company. Employee will To the extent that any such materials, under applicable law, may not be obligated considered works made for hire, Employee hereby assigns to assign the Company the ownership of all copyrights in such materials, without the necessity of any Invention which may further consideration, and the Company shall be wholly conceived by Employee after Employee leaves entitled to register and hold in its own name all copyrights in respect of such materials. The provisions of this section shall apply regardless of whether any activities related to the employ creation of any Intellectual Property took place inside or outside of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement’s working hours.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have has had access during and by virtue of Employee's employment by the Company or providing services to or for the benefit of SOAdesk or VTI or which arises out of work assigned to Employee by the Company, SOAdesk or VTI. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company, SOAdesk or VTI. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company, except if conceived while providing service to or for the benefit of SOAdesk or VTI. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing any such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees , provided that any all such Invention is set forth Inventions are listed at the time of employment on the attached Exhibit “A” to this Agreement.A.

Proprietary Rights. During Section 3.9 of the course Disclosure Schedule contains a complete and accurate list of Employee's employment with (i) all patented and registered Proprietary Rights owned by the Company, Employee may make(ii) all pending patent applications and applications for registrations of other Proprietary Rights filed by the Company, develop (iii) all unregistered trade names and corporate names owned or conceive of useful processesused by the Company and (iv) all unregistered trademarks, machines, compositions of matter, service marks and copyrights and computer software, algorithmswhich are material to the financial condition, works operating results, assets, operations or business of authorship expressing the Company. Section 3.9 of the Disclosure Schedule also contains a complete and accurate list of all licenses and other rights granted by the Company to any third party with respect to any Proprietary Rights and all licenses and other rights granted by any third party to the Company with respect to any Proprietary Rights, except for "shrink-wrapped" or similar licenses granted to the Company by third parties for software used in the business of the Company that is generally commercially available. The Company owns or has the right to use pursuant to a valid license all Proprietary Rights necessary for the operation of the businesses of the Company as presently conducted and as presently proposed to be conducted. To the Company's knowledge, no loss or expiration of any Proprietary Right or related group of Proprietary Rights is threatened, pending or expected. The Company has taken all reasonably necessary actions to maintain and protect the Proprietary Rights which it owns and uses. The Company has no reason (without having conducted any special investigation) to believe that the owners of any Proprietary Rights licensed to the Company have not taken actions necessary to maintain and protect the Proprietary Rights which are subject to such algorithmlicenses. Except as indicated on Section 3.9 of the Disclosure Schedule, or any other discovery(i) the Company owns all right, ideatitle, concept, document or improvement which relates and interest in and to or is useful has the right to use under a valid license all of the Proprietary Rights listed on such schedule and all other Proprietary Rights material to the operation of the business of the Company, (ii) there have been no claims made against the Company asserting the invalidity, misuse or unenforceability of any of such rights and to the Company's Business knowledge, none is threatened, (iii) the “Inventions”)Company has not received a notice of conflict with the asserted rights of others, whether or not subject and (iv) to copyright the knowledge of the Company (without having conducted a special investigation or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain search) the sole and exclusive property conduct of the Company. Employee also hereby assigns 's business has not infringed or misappropriated and agrees to assign does not infringe or misappropriate any Proprietary Rights of other Persons, and, to the Company's knowledge, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized Proprietary Rights owned by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation have not been infringed or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made misappropriated by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreementother Persons.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “"A” " to this Agreement.

Proprietary Rights. During the course of the Employee's employment with the Company, the Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing any such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. The Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. The Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest the Employee may have in and to such Inventions, including without limitation, limitations all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. The Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. The Employee will not be obligated to assign to the Company any Invention invention made by the Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that the Employee is so obligated if the same relates to or is based on Proprietary Information to which the Employee will have had access during and by virtue of the Employee's employment or which arises out of work assigned to the Employee by the Company. The Employee will not be obligated to assign any Invention which may be wholly conceived by the Employee after the Employee leaves the employ of the Company, except that the Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. The Employee is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by the Employee prior to the Employee's employment with the Company. Employee agrees that any , and if such Invention is set forth listed on the attached Exhibit “A” to this Agreement.A.

Proprietary Rights. During the course of Employee's employment with the ------------------ Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “"A” " to this Agreement.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of or matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated obliged to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates which related to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Company or Trover, provided that all such Inventions are listed at the time of employment on the attached Exhibit A. If Employee agrees that made, developed or conceived any Invention while he was employed by Trover, such Invention is set forth on Exhibit “A” to will be treated as if it had been made, developed or conceived during the term of this Agreement.

Proprietary Rights. During the course of Employee's employment with ------------------ the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “"A” " to this Agreement.

Proprietary Rights. During the course of Employee's employment (a) The Acquired Company Proprietary Rights, together with the Companyintellectual property being licensed under each of the Transitional Trademark License, Employee may makethe Buyer Intellectual Property License and the IP Side Letters, develop will immediately after the Closing be sufficient to conduct the business of the Acquired Companies as it is now being conducted. Part 2.14(a) of the Seller Disclosure Letter sets forth a true and complete list of all material unregistered and unpatented Acquired Company Proprietary Rights. With respect to all Acquired Company Proprietary Rights that are registered or conceive subject to an application for registration in the United States, Part 2.14(a) of useful processesthe Seller Disclosure Letter sets forth a list of all registered Acquired Company Proprietary Rights and a list of all jurisdictions in which such Proprietary Rights are registered or registrations applied for and all registration and application numbers. All the material Acquired Company Proprietary Rights have been duly registered in, machinesfiled in or issued by the appropriate Governmental Entity where such registration, compositions filing or issuance is necessary for the conduct of matterthe business of the Acquired Companies as it is presently conducted. The Acquired Companies are the owners of, computer softwareand, algorithmsto the knowledge of Seller, have the right to use, execute, reproduce, display, perform, modify, enhance, distribute, prepare derivative works of authorship expressing such algorithmand sublicense, or without payment to any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuityPerson, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrightsthe Acquired Company Proprietary Rights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion consummation of the Companytransactions contemplated hereby does not and will not conflict with, to eliminate alter or impair any ambiguity as to the ownership ofsuch rights, and rights since January 1, 2002 neither Seller nor any Acquired Company has received any written communication from any Person asserting any ownership interest in any Acquired Company Proprietary Rights. Neither Seller nor any Acquired Company has granted any license of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate kind relating to any business or activity in which the Acquired Company is or may reasonably be expected Proprietary Rights (other than to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the an Acquired Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement).

Proprietary Rights. During the course of Employee's employment with ------------------- the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “"A” " to this Agreement.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement.leaves

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, of and rights of the Company to, to such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee has had or will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any business businesses or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” , whether pursuant to this Agreement.Agreement or otherwise, provided that all such Inventions are listed as of the date hereof on the attached Exhibit A.

Proprietary Rights. During the course The Disclosure Schedule contains a complete and accurate list of Employee's employment with (i) all patented and registered Proprietary Rights owned by the Company, Employee may make(ii) all pending patent applications and applications for registrations of other Proprietary Rights filed by the Company, develop (iii) all unregistered trade names and corporate names owned or conceive of useful processesused by the Company and (iv) all unregistered trademarks, machines, compositions of matter, service marks and copyrights and computer software, algorithmswhich are material to the financial condition, works operating results, assets, operations or business prospects of authorship expressing the Company. The Disclosure Schedule also contains a complete and accurate list of all licenses and other rights granted by the Company to any third party with respect to any Proprietary Rights and all licenses and other rights granted by any third party to the Company with respect to any Proprietary Rights, except for "shrink-wrapped" or similar licenses ------ granted to the Company by third parties for software used in the business of the Company that is generally commercially available. The Company owns or has the right to use pursuant to a valid license all Proprietary Rights necessary for the operation of the businesses of the Company as presently conducted and as presently proposed to be conducted. To the Company's knowledge, no loss or expiration of any Proprietary Right or related group of Proprietary Rights is threatened, pending or expected. The Company has taken all reasonably necessary actions to maintain and protect the Proprietary Rights which it owns and uses. The Company has no reason (without having conducted any special investigation) to believe that the owners of any Proprietary Rights licensed to the Company have not taken actions necessary to maintain and protect the Proprietary Rights which are subject to such algorithmlicenses. Except as indicated on the Disclosure Schedule, or any other discovery(i) the Company owns all right, ideatitle, concept, document or improvement which relates and interest in and to or is useful has the right to use under a valid license all of the Proprietary Rights listed on such schedule and all other Proprietary Rights material to the operation of the business of the Company, (ii) there have been no claims made against the Company asserting the invalidity, misuse or unenforceability of any of such rights and to the Company's Business knowledge, none is threatened, (iii) the “Inventions”)Company has not received a notice of conflict with the asserted rights of others, whether or not subject and (iv) to copyright the knowledge of the Company (without having conducted a special investigation or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain search) the sole and exclusive property conduct of the Company. Employee also hereby assigns 's business has not infringed or misappropriated and agrees to assign does not infringe or misappropriate any Proprietary Rights of other Persons, and, to the Company's knowledge, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized Proprietary Rights owned by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation have not been infringed or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made misappropriated by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreementother Persons.

Proprietary Rights. During the course of Employee's employment with the CompanyCompany under this Agreement, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates substantially related to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company or its affiliates is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ termination of the Companythis Agreement, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company or its affiliates is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees , provided that any all such Invention is set forth Inventions are listed at the time of employment on the attached Exhibit “A” to this Agreement.A.

Proprietary Rights. During the course of Employee's employment with the ------------------ Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “"A” " to this Agreement. The provisions of this Section 10 will be construed in accordance with the provisions of Section 2870 of the California Labor Code. Section 2870(a) of the California Labor Code provides that: (a) any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either (1) relate at the time of the conception and reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (2) result from any work performed by the employee for the employer.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any -8- 9 business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement.

Proprietary Rights. During the course of Employee's employment with ------------------ the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “"A” " to this Agreement. The provisions of this Section 14 will be construed in accordance will be construed in accordance with the provisions of Section 2870 of the California Labor Code. Section 2870(a) of the California Labor Code provides that: (a) any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either (1) relate at the time of the conception and reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (2) result from any work performed by the employee for the employer.

Proprietary Rights. During the course of Employee's employment with the CompanyThe term "Proprietary Rights" includes all material inventions, Employee may maketrade secrets, develop or conceive of useful processes, machinesproprietary rights, compositions of matterproduct specifications, computer softwareblueprints, algorithmsdrawings, works of authorship expressing such algorithmtechnical data, engineering information, other proprietary knowledge and know-how, patents, trademarks, service marks, trade name, copyrights, marks, symbols, logos, and all material documentation related thereto, and all licenses and agreements in respect thereof and applications therefor used or any other discovery, idea, concept, document or improvement which relates to or is useful related to the Company's Welkin Business, except for software and information systems as defined in Section 2.29. Welkin has all Proprietary Rights necessary for the operation of the Welkin Business as currently operated. Except as set forth on Schedule 2.28, Proprietary Rights, which includes a listing of material contracts or material licenses pursuant to which Welkin uses the intellectual property of third parties, with respect to the Proprietary Rights, (the “Inventions”), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain a) Welkin is either the sole and exclusive property owner of or a licensee of its Proprietary Rights; (b) no action, suit, arbitration, or other proceeding or investigation is pending or to Welkin's knowledge threatened which involves any Proprietary Rights, (c) none of the Company. Employee also hereby assigns Proprietary Rights infringes upon, conflicts with, or otherwise violates the rights of others or is being infringed upon by others, (d) none of the Proprietary Rights is subject to any outstanding order, decree, judgment, stipulation, or charge, (e) there are no royalty, commission, or similar arrangements and agrees no licenses, sublicenses, or agreements relating to assign any of the Proprietary Rights, (f) Welkin has not received any notice of interference or infringement of or by the Proprietary Rights, (g) Welkin has not agreed to indemnify any person or entity for or against any infringement of or by the CompanyProprietary Rights, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights(h) no other material Proprietary Rights not owned by Welkin are necessary for the conduct of the Welkin Business, and the right (i) to apply for any form of patent, utility model, industrial design Welkin's knowledge no other party is operating a business or similar proprietary right recognized by any state, country otherwise acting in violation or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership infringement of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rightsWelkin's Proprietary Rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is Except as set forth on Exhibit “A” to this AgreementSchedule 2.28, Proprietary Rights, Welkin has good and marketable title to, or a valid license for the Proprietary Rights free and clear of all security interests, liens, pledges, encumbrances and restrictions.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees , provided that any all such Invention is set forth Inventions are listed at the time of employment on the attached Exhibit “A” to this Agreement.B.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information ProprietaryInformation to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees , provided that any all such Invention is set forth Inventions are listed at the time of employment on the attached Exhibit “A” to this Agreement.A.

Proprietary Rights. During the course of Employee's employment with the Company, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreement.

Proprietary Rights. During the course of Employee's employment with the CompanyCompany under this Agreement, Employee may make, develop or conceive of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithm, or any other discovery, idea, concept, document or improvement which relates substantially related to or is useful to the Company's Business (the “"Inventions”"), whether or not subject to copyright or patent protection, and which may or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “"works made for hire” " under United States copyright law and will remain the sole and exclusive property of the Company. Employee also hereby assigns and agrees to assign to the Company, in perpetuity, all right, title and interest Employee may have in and to such Inventions, including without limitation, all copyrights, and the right to apply for any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdiction. Employee further agrees, at the Company's request and expense, to do all things and sign all documents or instruments necessary, in the opinion of the Company, to eliminate any ambiguity as to the ownership of, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made by Employee while in the Company's employ which does not relate to any business or activity in which the Company or its affiliates is or may reasonably be expected to become engagedengaged during the Employee's employment with the Company, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ termination of the Companythis Agreement, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that which relates to or would be useful in any business or activities in which the Company or its affiliates is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees , provided that any all such Invention is set forth Inventions are listed at the time of employment on the attached Exhibit “A” to this Agreement.D.

Proprietary Rights. During Employee acknowledges and agrees that Employee has no right to or interest in the course work, product, documents, reports or other materials created by Employee specifically in connection with rendering strategic advisory services performed hereunder, nor any right to or interest in any copyright therein. Company shall be deemed sole and exclusive owner of all rights, title and interest in the work product, deliverables (tangible or intangible), and other results and proceeds of Employee's employment with ’s services to the Company, Employee may makeincluding all intellectual property rights (collectively, develop the “Materials”). In the event that it should be determined that any elements or conceive components of useful processes, machines, compositions of matter, computer software, algorithms, works of authorship expressing such algorithmthe Materials are not deemed to be a work for hire, or that Employee is deemed to retain any other discoveryrights in the Materials by operation of law, ideaEmployee will and hereby does assign, conceptconvey and transfer to Company (or its licensor, document or improvement which relates to or is useful to the Company's Business (the “Inventions”), whether or not subject to copyright or patent protection, and which may where applicable) all rights that Employee possesses or may not be considered Proprietary Information. Employee acknowledges that all such Inventions will be “works made for hire” under United States copyright law and will remain possess in the sole and exclusive property of the CompanyMaterials. Employee also hereby assigns waives any rights of paternity, attribution, integrity and agrees to assign to the Company, in perpetuity, all right, title and interest Employee other similarly afforded moral rights it may have in and the Materials to the extent such Inventions, including without limitation, all copyrights, and the right to apply for rights may not be assigned under any form of patent, utility model, industrial design or similar proprietary right recognized by any state, country or jurisdictionapplicable laws. Employee further agrees, at the At Company's request ’s direction and expense, Employee will take such steps, and execute and deliver such documents, as Company deems reasonably necessary to do all things enable Company (or its licensor, where applicable) to perfect and sign all documents or instruments necessary, record its rights in the opinion Materials. In addition, Employee hereby irrevocably appoints Company as Employee’s attorney-in-fact for the purpose of executing any assignments of rights regarding the Company, to eliminate any ambiguity as Materials. This Section 5 shall apply to the ownership ofMaterials from the moment of creation, and rights of the Company to, such Inventions, including filing copyright and patent registrations and defending and enforcing in litigation or otherwise all such rights. Employee will not be obligated to assign to the Company any Invention made development and/or performance by Employee while in notwithstanding the Company's employ which does fact that Company may not relate to have yet approved the Material and/or any business or activity in which dispute over payment between the Company is or may reasonably be expected to become engaged, except that Employee is so obligated if the same relates to or is based on Proprietary Information to which Employee will have had access during and by virtue of Employee's employment or which arises out of work assigned to Employee by the Company. Employee will not be obligated to assign any Invention which may be wholly conceived by Employee after Employee leaves the employ of the Company, except that Employee is so obligated if such Invention involves the utilization of Proprietary Information obtained while in the employ of the Company. Employee is not obligated to assign any Invention that relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Employee prior to Employee's employment with the Company. Employee agrees that any such Invention is set forth on Exhibit “A” to this Agreementparties.